Results of Annual General Meeting
The Directors of Egdon Resources plc announce the results of the Annual General Meeting held at the offices of Norton Rose Fulbright on 8 December 2016.
Resolutions 1 to 6 were duly passed by shareholders unanimously.
A Poll was called for Resolution 7, being a Special Resolution in respect of the waiver of pre‑emption rights on the issue of a limited number of shares for cash, and was defeated by 109,198,514 (73.18%) to 40,025,137 (26.82%) out of a total number of shares in issue of 258,979,583.
View or download 2016 AGM Voting Results and Proxy Appointments
At the meeting, Managing Director Mark Abbott presented a review of the business. The presentation will be available and can be accessed from the Company's website: www.egdon-resources.com.
Directors’ Share Dealing
The Company has been informed of the following recent transactions by Directors:In the Open Offer Philip Stephens, Non-executive Chairman, purchased 12,890 shares; Mark Abbott, Managing Director, purchased 50,563 ordinary shares; Andrew Lodge, non-executive Director purchased 31,250 shares and Kenneth Rafcliff, non-executive Director purchased 9,984 shares; all at the Open Offer price of 13.5p.A trust of which Walter Roberts, non-executive director and company secretary, is a trustee distributed 70,182 shares to each of the two beneficiaries thus reducing his beneficial holding although none of these shares have been sold.Following these transactions and in order to update the percentages following the recent placing and open offer, the holdings of those Directors holding shares in the Company are as set out in the following table.DirectorHolding of Ordinary SharesPercentage of Enlarged Share CapitalPhilip Stephens112,8900.04%Mark Abbott7,864,3873.04%Andrew Lodge531,2500.21%Kenneth Ratcliff169,7430.07%Walter Roberts974,1290.38% Public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. 1Details of the person discharging managerial responsibilities / person closely associateda)NamePhilip Stephens2Reason for notificationa)Position / statusPDMR/Chairmanb)Initial notification/AmendmentInitial notification 3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitora)NameEgdon Resources plcb)LEINA4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducteda)Description of the financial instrument, type of instrument Identification code Ordinary Shares of 1 pence each NAb)Nature of the transactionOpen Offer purchase c)Price(s) and volumes(s)PriceVolume13.5 pence12,890d)Aggregated informationAggregated VolumePrice 12,890 13.5 pence e)Date of the transaction29 November 2016f)Place of the transactionLondon Stock Exchange1Details of the person discharging managerial responsibilities / person closely associateda)NameMark Abbott2Reason for notificationa)Position / statusPDMR/Managing Directorb)Initial notification/AmendmentInitial notification 3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitora)NameEgdon Resources plcb)LEINA4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducteda)Description of the financial instrument, type of instrument Identification code Ordinary Shares of 1 pence each NAb)Nature of the transactionOpen Offer purchase c)Price(s) and volumes(s)PriceVolume13.5 pence50,563d)Aggregated informationAggregated VolumePrice 50,563 13.5 pence e)Date of the transaction29 November 2016f)Place of the transaction London Stock Exchange1Details of the person discharging managerial responsibilities / person closely associateda)NameAndrew Lodge2Reason for notificationa)Position / statusPDMR/Non-Executive Directorb)Initial notification/AmendmentInitial notification 3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitora)NameEgdon Resources plcb)LEINA4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducteda)Description of the financial instrument, type of instrument Identification code Ordinary Shares of 1 pence each NAb)Nature of the transactionOpen Offer purchase c)Price(s) and volumes(s)PriceVolume13.5 pence31,250d)Aggregated informationAggregated VolumePrice 31,250 13.5 pence e)Date of the transaction29 November 2016f)Place of the transactionLondon Stock Exchange1Details of the person discharging managerial responsibilities / person closely associateda)NameKen Ratcliff2Reason for notificationa)Position / statusPDMR/Non-Executive Directorb)Initial notification/AmendmentInitial notification 3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitora)NameEgdon Resources plcb)LEINA4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducteda)Description of the financial instrument, type of instrument Identification code Ordinary Shares of 1 pence each NAb)Nature of the transactionOpen Offer purchase c)Price(s) and volumes(s)PriceVolume13.5 pence9,984d)Aggregated informationAggregated VolumePrice 9,984 13.5 pence e)Date of the transaction29 November 2016f)Place of the transactionLondon Stock Exchange
TR1 – Notification of Major Interest in Shares
Result of Open Offer
Egdon announces the result of the Open Offer for up to approximately £2.06 million at 13.5 pence per share, further details of which were set out in the Open Offer Circular (the “Circular”) despatched to Shareholders on 8 November 2016.The Open Offer has been 1.3 times oversubscribed and valid acceptances have been received in respect of the entirety of the Open Offer Shares.Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement.Applications under the Excess Entitlements Facility will be scaled back in accordance with the terms of the Open Offer.Application will be made for these 15,234,093 Open Offer Shares, which will rank pari passu in all respects with the Existing Ordinary Shares, to be admitted to trading on the AIM Market of the London Stock Exchange. It is expected that Admission of the Open Offer Shares will occur, and dealings will commence at 8.00 a.m. on 29 November 2016.The Company has, to date, raised total gross proceeds from the Subscription and Open Offer of approximately £5.06 million via the issuance of 37,456,315 Subscription Shares and Open Offer Shares.The participation in the Open Offer by Petrichor Holdings Coöperatief, U.A.(1), a substantial shareholder in the Company, constitutes a related party transaction for the purposes of the AIM Rules. The directors of Egdon, having consulted with the Company's nominated adviser, Cantor Fitzgerald Europe, consider that the terms of the related party transaction are fair and reasonable insofar as the Company’s shareholders are concerned.Following Admission, the Company's enlarged issued share capital will comprise 258,879,583 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of Ordinary Shares in the Company with voting rights will be 258,879,583. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.Mark Abbott, Managing Director of Egdon, commented:“We are delighted to have received such a positive response from our existing shareholders to the Open Offer which was oversubscribed. Having raised gross proceeds of £5.06 million from the Subscription and Open Offer, Egdon is now well capitalized to deliver on our strategy. Our near term focus will include gaining the final consent for the development of the Wressle oil field, progressing the Company’s 14th Round licence evaluations and moving the “A” Prospect to drillable status.”All defined terms in this announcement have the meanings given to them in the Circular.Notes:(1) Shares previously held by HEYCO International, Inc. have been transferred to an associate company, Petrichor Holdings Coöperatief, U.A.. Following the Open Offer Petrichor Holdings Coöperatief, U.A will hold, in total, 42,112,229 shares (16.27%) in the Company. HEYCO Energy Group, Inc. is the ultimate parent company of both companies.
Springs Road Planning Decision
Egdon Resources plc (AIM:EDR) notes the announcement made today by operator IGas Energy plc (“IGas”) in relation to the decision of Nottinghamshire County Council’s Planning and Licensing Committee in respect of the Springs Road planning application. Egdon holds a 14.5% interest in PEDL140 where the proposed wells are located.The IGas statement reads as follows;“IGas Energy plc (“IGas”), one of the leading producers of hydrocarbons onshore Britain, is pleased to announce that Nottinghamshire County Council’s Planning and Licensing Committee has granted planning consent for the application to develop a hydrocarbon wellsite and drill up to two exploratory wells in Misson Springs, North Nottinghamshire.Stephen Bowler, CEO of IGas commented:“I am pleased that the Committee has made this positive determination following the recommendation by the Planning Officer. It has been a long process and everyone has been extremely thorough.We have engaged with the community at every step of the process. This is important to us given we operate 30 fields across the country and understand how imperative it is to work in co-operation with local residents whilst we work safely and sensitively.We are at a critical juncture in the future of our energy mix and supply, as we move away from coal towards lower carbon energy sources. We rely significantly on gas in the UK, not just for electricity, but also in heating 8 out of 10 homes and as a raw material in the manufacture of many everyday products, including plastics and clothing. We believe the future of the area is as important as its rich history and, with the demise of coal mining in the area, see an important role for shale development in the creation of future jobs and prosperity.At this stage we, as well as other onshore operators around the country, are trying to establish if the significant quantities of gas that we have identified exists in the right formations to be commercially prospective and address the issue of security of supply that we face. We now have the consent to develop a hydrocarbon wellsite and drill up to two exploratory hydrocarbon wells (one vertically and one horizontally) to help us better understand the shale gas potential in North Nottinghamshire.””
UK Onshore Licence Interest Acquisition
Egdon Resources plc (AIM:EDR) is pleased to announce the acquisition of an additional interest in PEDL201 in the Company’s East Midlands core area.Egdon will acquire a 12.5% interest in PEDL201 in the Widmerpool Gulf from Corfe Energy limited for an all share consideration of £50,000. The number of consideration shares will be calculated based on the average closing mid-price for the five days prior to the day of completion.Egdon will have a 45.00% operated interest in PEDL201 following completion of this acquisition which will add a total of 2,471 net acres to Egdon’s licence holdings. The licence is considered by Egdon to hold significant prospectivity for both conventional and unconventional resources. The transaction is subject to Oil and Gas Authority approval.Commenting on the acquisition, Mark Abbott, Managing Director of Egdon Resources plc, said:“We are pleased to increase our operated interest in PEDL201 in the Widmerpool Gulf. This acquisition is consistent with our strategy of enhancing our position in our core areas where we see significant oil and gas potential.”
TR1 - Notification of Major Interest in Shares
TR1 - Notification of Major Interest in Shares
Posting of Open Offer Circular
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Egdon Resources plc or other evaluation of any securities of Egdon Resources plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
EGDON RESOURCES PLC
("Egdon" or the "Company")
Posting of Open Offer Circular
Egdon is pleased to announce that, further to its announcement of 1 November 2016, it has today posted a circular (the "Circular") to Qualifying Shareholders regarding an Open Offer of up to approximately £2.06 million.
The Circular is also available on the Company's website at the bottom of this webpage
All capitalised terms in this announcement have the same meanings as those given to them in the Circular, unless the context otherwise requires.
The Open Offer is being made to Qualifying Shareholders on the register as at the Record Date of close of business on 7 November 2016, for up to 15,234,093 Open Offer Shares1 at 13.5 pence per Open Offer Share (being the same price as the Issue Price for the Subscription, announced on 1 November 2016) on the basis of:
1 Open Offer Share for every 16 Existing Ordinary Shares
As announced on 1 November 2016, the Issue Price represented a discount of approximately 10.0% to the Volume Weighted Average Price of an Existing Ordinary Share in the seven days prior to 1 November 2016.
Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlements in full, to apply for additional Open Offer Shares through an Excess Application Facility.
Full details of the Open Offer, including terms and conditions and details on how to accept the Open Offer, are set out in the Circular posted to Qualifying Shareholders today and available on the Company's website.
1 The announcement of 1 November 2016 stated that up to 15,227,843 Open Offer Shares would be offered under the Open Offer which was based on the expected issued share capital of the Company on the Record Date being 243,645,490 Ordinary Shares. The actual issued share capital of the Company on the Record Date was 243,745,409, which requires 15,243,093 Open Offer Shares to be offered under the Open Offer for it to be made on a 1 for 16 basis.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2016
Record Date for entitlement under the Open Offer
Close of business on 7 November
Ex-entitlement date for Open Offer
8 November
Posting of the Circular and, to Qualifying non-CREST Shareholders only, the Application Forms
8 November
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders
8.00 a.m. on 9 November
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST
4.30 p.m. on 18 November
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST
3.00 p.m. on 21 November
Latest time and date for splitting Application Forms (to satisfy bona fide market claims)
3.00 p.m. on 22 November
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)
11.00 a.m. on 24 November
Expected time and date of announcement of results of the Open Offer
7.00 a.m. on 25 November
Admission effective and dealings in the Open Offer Shares expected to commence on AIM
8.00 a.m. on 29 November
Expected date for crediting of Open Offer Shares in uncertificated form to CREST stock accounts
8.00 a.m. on 29 November
Expected date of despatch of share certificates in respect of Open Offer Shares in certificated form
13 December
Notes:
Each of the dates in the above timetable is subject to change at the absolute discretion of the Company. If any of the details should change, where appropriate, the revised times and/or dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
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