# Egdon Resources acquisition by Petrichor Partners agreed for £26.64 million

- Link: https://www.directorstalkinterviews.com/egdon-resources-acquisition-by-petrichor-partners-agreed-for-26.64-million/4121119060
- Published: 2023-05-17T07:23:11+01:00
- Author: Anthony Fox

**Summary and highlights**

·      The board of directors of **[Egdon](https://www.directorstalkinterviews.com/company/egdon-resources-plc/edr.l)
Resources plc** ([LON:EDR](https://www.directorstalkinterviews.com/company/egdon-resources-plc/edr.l))
have announced that they have reached agreement with Petrichor Partners, LP with
regard to the terms of a recommended all cash acquisition by Petrichor of the entire
issued and to be issued ordinary share capital (other than those shares already 
owned by or on behalf of Petrichor) of Egdon.

·      Under the terms of the Acquisition, which will be effected by a scheme of
arrangement under the Companies Act and therefore be subject to shareholder approval
and Court approval (and the Conditions and further terms set out in Appendix 1 to
this announcement and to be set out in the Scheme Document), Egdon Shareholders 
who are on the register of members of Egdon at the Scheme Record Time will be entitled
to receive:

**4.5 pence for each Egdon Share (“Cash Consideration”)**

·      The Acquisition values the entire issued and to be issued share capital of
Egdon at approximately £26.64 million on a fully diluted basis and the price of 
4.5 pence per Egdon Share represents a premium of approximately:

o  96 per cent. to the Closing Price of 2.3 pence per Egdon Share on 16 May 2023(
being the last Business Day before the commencement of the Offer Period);

o  92 per cent. to the volume-weighted average price of 2.35 pence per Egdon Share
for the one-month period ended 16 May 2023 (being the last Business Day before the
commencement of the Offer Period); and

o  78 per cent. to the volume-weighted average price of 2.53 pence per Egdon Share
for the three-month period ended 16 May 2023 (being the last Business Day before
the commencement of the Offer Period).

·      If, on or after the date of this announcement and before the Effective Date,
any dividend, distribution or other return of capital or value is announced, declared,
made or paid by Egdon or becomes payable by Egdon in respect of the Egdon Shares,
Petrichor reserves the right to reduce the consideration payable under the terms
of the Acquisition of the Egdon Shares by an amount up to the amount of such dividend
and/or distribution and/or other return of capital or value, in which case any reference
in this announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. Any exercise
by Petrichor of its rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be regarded as constituting
any revision or variation of the terms of the Scheme or the Acquisition. In such
circumstances, Egdon Shareholders would be entitled to receive and retain any such
dividend and/or other distribution and/or return of capital or value.

·      It is intended that the Acquisition will be implemented by means of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act.

**Recommendation**

·      The Egdon Directors, who have been so advised by VSA Capital as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.
In providing its advice to the Egdon Directors, VSA Capital has taken into account
the commercial assessments of the Egdon Directors. VSA Capital is providing independent
financial advice to the Egdon Directors for the purposes of Rule 3 of the Takeover
Code.

·      Accordingly, the Egdon Directors intend to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that Egdon Shareholders
vote in favour of the Resolution to be proposed at the General Meeting as the Egdon
Directors who hold Egdon Shares have irrevocably undertaken to do in respect of 
their own beneficial holdings of 14,648,773 Egdon Shares in aggregate, representing
approximately 2.69 per cent. of Egdon’s issued share capital on 16 May 2023 (being
the last Business Day before the date of this announcement).

**Irrevocable undertakings**

·      Petrichor has received irrevocable undertakings from each of the Egdon Directors
that hold Egdon Shares to vote in favour of the resolutions relating to the Acquisition
at the Meetings (or in the event that the Acquisition is implemented by a Takeover
Offer, to accept such Takeover Offer), in respect of a total of 14,648,773 Egdon
Shares, representing, in aggregate, approximately 2.69 per cent. of the ordinary
share capital of Egdon in issue on 16 May 2023 (being the last Business Day before
the date of this announcement).

·      Petrichor has also received irrevocable undertakings from [Harbour Energy plc](https://www.directorstalkinterviews.com/ftse-company/harbour-energy/hbr.l)
and [Union Jack Oil](https://www.directorstalkinterviews.com/company/union-jack-oil-plc/ujo.l)
plc in respect of a total of 62,733,333 Egdon Shares to vote in favour of the resolutions
relating to the Acquisition at the Meetings (or in the event that the Acquisition
is implemented by a Takeover Offer, to accept such Takeover Offer), representing,
in aggregate, approximately 11.53 per cent. of the ordinary share capital of Egdon
in issue on 16 May 2023 (being the last Business Day before the date of this announcement).

·      In total, therefore, Petrichor has received irrevocable undertakings, including
those irrevocable undertakings from the Egdon Directors who own Egdon Shares, in
respect of, in aggregate, 77,382,106 Egdon Shares, representing approximately 14.23
per cent. of the issued ordinary share capital of Egdon on 16 May 2023 (being the
last Business Day before the date of this announcement).

·      Further details of these irrevocable undertakings are set out in Appendix
3 to this announcement.

**Background to and reasons for the Acquisition**

·      Petrichor, a partnership of which the general partner is HEYCO International,
Inc., is a wholly owned subsidiary of HEYCO Energy Group, Inc.. The ultimate parent
company of HEYCO Energy Group, Inc. and Petrichor is Explorers Petroleum Corp, which
is controlled by George Yates. HEYCO Group is an upstream energy portfolio group
that delivers strategy, sophisticated technology, and capital to oil and gas exploration
projects in the United States and Europe.

·      Through Petrichor and other entities, HEYCO Group has invested in and provided
technical advice to Egdon for more than two decades (and since 2016 has been a substantial
shareholder in Egdon). The acquisition of Egdon adds to HEYCO Group’s expanding 
portfolio in Europe following the acquisition of a gas field in Northern Spain and
the opening of a Madrid office in 2022. 

·      HEYCO Group believes the timing is right to acquire Egdon and take it private,
as HEYCO Group believes that the public market continues to undervalue its assets,
including the impressive Wressle development. Bringing Egdon into the HEYCO Group
will create efficiencies, economies of scale, and, most importantly, add valuable
assets and experienced personnel to its portfolio. Additionally, owning Egdon will
allow HEYCO Group to more efficiently deploy capital and human resources to its 
most valuable projects across the UK, as well as Spain and the United States.

·      HEYCO Group believes that fossil fuels remain critical for the UK’s future
and that Egdon is strategically positioned for that future with its conventional
projects as well as with opportunities for gas storage, hydrogen, geothermal, and
renewable generation.

**Information relating to Petrichor**

·      Petrichor, a partnership of which the general partner is HEYCO International,
Inc., is a wholly owned subsidiary of HEYCO Energy Group, Inc.. The ultimate parent
company of HEYCO Energy Group, Inc. and Petrichor is Explorers Petroleum Corp, which
is controlled by George Yates. HEYCO Group is an upstream energy portfolio group
that delivers strategy, sophisticated technology, and capital to oil and gas exploration
projects in the United States and Europe.

·      HEYCO Group’s core strengths are technical knowledge and management experience
delivered by a team with proven expertise in geology, geophysics, reservoir engineering,
international negotiation, drilling and production, and land and operations management.

·      One of the few U.S. independent oil and gas companies with significant exposure
in Europe, HEYCO Group has been strategically investing in the continent’s conventional
and unconventional plays for more than 20 years. HEYCO Group was part of the group
that commenced production at the Avington field in southern England in 2007 and 
is the parent company of a current UK licence holder. 

·      Headquartered in Dallas, Texas, and with offices in Roswell, New Mexico, 
and Madrid, Spain, HEYCO Group is privately owned by members of the Yates family
of Southeastern New Mexico who have been active in the oil and gas industry since
the 1920s.  Chairman and CEO George Yates is the grandson of pioneer oilman Martin
Yates, who with his partners discovered the first commercial oil well on state lands
in New Mexico in 1924_._ For several decades, HEYCO Group operated in the Permian
Basin, specifically in the Delaware Basin, with lease positions in all of the noteworthy
horizontal plays. 

**Timetable and Conditions**

·      It is intended that the Acquisition will be implemented by way of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act (although Petrichor
reserves the right to effect the Acquisition by way of a Takeover Offer, subject
to the consent of the Panel).

·      The terms of the Acquisition will be put to the Scheme Shareholders at the
Court Meeting and to the Egdon Shareholders at the General Meeting. In order to 
become Effective, the Scheme must be approved by a majority in number of Scheme 
Shareholders, present and voting (and entitled to vote) at the Court Meeting, whether
in person or by proxy, representing 75 per cent. or more in value of the Scheme 
Shares held by those Scheme Shareholders (or the relevant class or classes thereof).
In addition, at the General Meeting to implement the Scheme, the Resolution must
be passed by Egdon Shareholders representing at least 75 per cent. of the votes 
validly cast on the Resolution, whether in person or by proxy. The General Meeting
will be held immediately after the Court Meeting. A copy of the Scheme Court Order
must be delivered to the Registrar of Companies for registration, upon which the
Scheme will become Effective.

·      The Acquisition will be on the terms and subject to the Conditions set out
in Appendix 1 to this announcement and to be set out in the Scheme Document, which
will also set out further details of the Acquisition. It is expected that the Scheme
Document, containing further information about the Acquisition and notices of the
Meetings, together with the Forms of Proxy, will be published within 28 days of 
the date of this announcement (or such later date as may be agreed by Petrichor 
and Egdon with the consent of the Panel). An expected timetable of principal events
will be included in the Scheme Document.

·      The Acquisition is expected to become Effective in the third calendar quarter
of 2023, subject to satisfaction (or, where applicable, waiver) of the Conditions
and the further terms set out in Appendix 1.

**Comments on the Acquisition**

> Commenting on the Acquisition, George M. Yates, Chairman & CEO of HEYCO Group 
> said:
> _“Mark_ _Abbott and his team have built a very strong enterprise with current 
> production and a number of potential opportunities. As a long-time shareholder,
> we have held the belief that the public market hasn’t fully recognized Egdon’s
> full value. The acquisition allows us to more effectively support Egdon by directly
> infusing capital and leveraging our combined technical and managerial expertise.
> We are excited to continue supporting Egdon and believe that, together, we can
> better advance_ _Egdon’s strategic initiatives.”_

> **Commenting on the Acquisition, Mark Abbott, Managing Director of Egdon said:**
> “_We have a high regard for Petrichor and the HEYCO Group and they have been very
> supportive of Egdon over many years, helping us to get to the stage of profitability
> that we have reached today. There is a good deal of mutual respect between our
> groups and we are pleased that Egdon will continue its activities in safe hands.
> After considering all strategic options and recognising the challenges, the recommended
> acquisition provides shareholders with an opportunity to realise a cash exit at
> an attractive premium.”_

**APPENDIX 1**

**CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION**

**PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION**

# 1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11:59 p.m. on the Long Stop Date.

**Scheme approval**

# 2.         The Scheme will be conditional upon:

### (A)        (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of Egdon (or the relevant class or classes thereof) at the Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and (ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22^(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Petrichor and Egdon with the consent of the Panel (and that the Court may allow if required));

### (B)        (i) the Resolution being duly passed at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before the 22^(nd) day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Petrichor and Egdon with the consent of the Panel (and that the Court may allow if required)); and

### (C)        (i) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being acceptable to Petrichor and Egdon)) and the delivery of the office copy of the Scheme Court Order to the Registrar of Companies; and (ii) the Scheme Court Hearing being held on or before the 22^(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Petrichor and Egdon with the consent of the Panel (and that the Court may allow)).

# 3.         In addition, Petrichor and Egdon have agreed that, subject as stated in Part B of this Appendix 1 and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

### North Sea Transition Authority Approval

### a)   the receipt of written confirmation from the North Sea Transition Authority (the **NSTA**), informing Petrichor that it does not intend, as a consequence of the Acquisition, to revoke any of the relevant licences or to require a further change of control of Egdon under any of the relevant licences (the **NSTA Condition**);

**_Third Party clearances_**

b)   other than in respect of the NSTA Condition, all necessary and material notifications,
filings, applications or submissions having been made in connection with the Acquisition
and all appropriate waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired, lapsed 
or been terminated (as appropriate) and all statutory and/or regulatory obligations
in any jurisdiction having been complied with in each case in respect of the Acquisition
and all Authorisations deemed reasonably necessary by Petrichor in any jurisdiction
for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28
of the Companies Act, the acquisition or the proposed acquisition of any shares 
or other securities in, or control or management of, Egdon or any other member of
the Egdon Group by any member of the HEYCO Group, in each case which is material
in the context of HEYCO Group or the Egdon Group as a whole, having been obtained
in terms and in a form reasonably satisfactory to Petrichor from all appropriate
Third Parties or (without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Egdon Group or the HEYCO Group has 
entered into contractual arrangements and all such Authorisations necessary to carry
on the business of any member of the Egdon Group in any jurisdiction, in each case
which is material in the context of HEYCO Group or the Egdon Group as a whole, having
been obtained and all such Authorisations remaining in full force and effect at 
the time at which the Acquisition becomes otherwise unconditional and there being
no notice or intimation of an intention to revoke, suspend, restrict, modify or 
not to renew such Authorisations;

c)   other than in respect of the NSTA Condition, no Third Party having given notice
of a decision to take, institute, implement or threaten any action, proceeding, 
suit, investigation, enquiry or reference (and in each case, not having withdrawn
the same), or having required any action to be taken or otherwise having done anything
or having enacted, made or proposed any statute, regulation, decision or order or
change to published practice (and in each case, not having withdrawn the same) and
there not continuing to be outstanding any statute, regulation, decision or order
which would or might reasonably be expected to:

i. make the Acquisition, its implementation or the acquisition or proposed acquisition
of any shares or other securities in, or control or management of, any member of
the Egdon Group by any member of the HEYCO Group void, illegal and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise directly or indirectly
prevent, prohibit, or materially restrain, restrict, impede, challenge, delay or
otherwise materially interfere with the implementation of, or impose additional 
material conditions or obligations with respect to, the Acquisition or the acquisition
of any shares or other securities in, or control or management of, any member of
the Egdon Group by any member of the HEYCO Group or require material adverse amendment
of the Scheme;

ii. require, prevent or materially delay the divestiture or materially alter the
terms envisaged for any proposed divestiture by any member of the HEYCO Group or
by any member of the Egdon Group of all or any material part of their businesses,
assets or property or impose any material limitation on the ability of all or any
of them to conduct their businesses (or any part thereof) or to own, control or 
manage any of their assets or properties (or any part thereof);

iii.           impose any material limitation on, or result in a material delay 
in, the ability of any member of the HEYCO Group directly or indirectly to acquire
or hold or to exercise effectively all or any rights of ownership in respect of 
shares or other securities in Egdon (or any member of the Egdon Group) or on the
ability of any member of the Egdon Group or any member of the HEYCO Group directly
or indirectly to hold or exercise effectively any rights of ownership in respect
of shares or other securities (or the equivalent) in, or to exercise management 
control over, any member of the Egdon Group;

iv.           other than pursuant to the implementation of the Scheme, require any
member of the HEYCO Group or the Egdon Group to acquire or offer to acquire any 
shares, other securities (or the equivalent) or interest in any member of the Egdon
Group owned by any third party which is material in the context of the Egdon Group
or the HEYCO Group, in either case taken as a whole;

v. require, prevent or materially delay a divestiture or materially alter the terms
envisaged for any proposed divestiture by any member of the HEYCO Group of any shares
or other securities (or the equivalent) in any member of the Egdon Group which is
material in the context of the Egdon Group taken as a whole or in the context of
the Acquisition (as the case may be);

vi.           result in any member of the Egdon Group ceasing to be able to carry
on business under any name under which it presently carries on business;

vii.          impose any limitation on the ability of any member of the HEYCO Group
or any member of the Egdon Group to conduct, integrate or co-ordinate all or any
material part of their respective businesses with all or any material part of the
business of any other member of the HEYCO Group and/or the Egdon Group;

viii.         otherwise adversely affect any or all of the business, assets, profits,
or financial or trading position of any member of the Egdon Group or any member 
of the HEYCO Group;

ix.           no undertakings or assurances being sought from Petrichor, any member
of the HEYCO Group or any member of the Egdon Group by any Third Party, except on
terms satisfactory to Petrichor;

x.            no temporary restraining order, preliminary or permanent injunction,
preliminary or permanent enjoinment, or other order threatened or issued and being
in effect by a court or other Third Party which has the effect of making the Acquisition
or any acquisition or proposed acquisition of any shares or other securities or 
control or management of, any member of the Egdon Group by any member of the HEYCO
Group, or the implementation of either of them, void, voidable, illegal and/or enforceable
under the laws of any relevant jurisdiction, or otherwise directly or indirectly
prohibiting, preventing or materially restraining, restricting, delaying or otherwise
interfering with the consummation or the approval of the Acquisition or any matter
arising from the proposed acquisition of any shares or other securities in, or control
or management of, any member of the Egdon Group by any member of the HEYCO Group,

and all applicable waiting and other time periods (including any extensions thereof)
during which any such Third Party could decide to take, institute, implement or 
threaten any such action, proceeding, suit, investigation, enquiry or reference 
or take any other step under the laws of any jurisdiction in respect of the Acquisition
or the acquisition or proposed acquisition of any Egdon Shares or otherwise intervene
having expired, lapsed or been terminated;

**_Confirmation of absence of adverse circumstances_**

d)   except as Disclosed, there being no provision of any arrangement, agreement,
licence, permit, franchise, lease or other instrument to which any member of the
Egdon Group is a party or by or to which any such member or any of its assets is
or may be bound, entitled or be subject or any event or circumstance which, as a
consequence of the Acquisition or the proposed acquisition by any member of the 
HEYCO Group of any shares or other securities in Egdon or because of a change in
the control or management of any member of the Egdon Group or otherwise, would or
might reasonably be expected to result in any of the following (in any case to an
extent which would reasonably be expected to be material in the context of the Egdon
Group taken as a whole):

i.    any monies borrowed by, or any other indebtedness, actual or contingent of,
or any grant available to, any member of the Egdon Group being or becoming repayable,
or capable of being declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or being capable of becoming
or being withdrawn or inhibited;

ii.   the rights, liabilities, obligations, interests or business of any member 
of the Egdon Group or any member of the HEYCO Group under any such arrangement, 
agreement, licence, permit, lease or instrument or the interests or business of 
any member of the Egdon Group or any member of the HEYCO Group in or with any other
firm or company or body or person (or any agreement or arrangement relating to any
such business or interests) being or likely to become terminated or materially and
adversely modified or affected or any material onerous obligation or liability arising
or any material adverse action being taken or arising thereunder;

iii.   any member of the Egdon Group ceasing to be able to carry on business under
any name under which it presently carries on business to an extent which is material
in the context of the Egdon Group taken as a whole or in the context of the Acquisition;

iv.   any assets or interests of, or any asset the use of which is enjoyed by, any
member of the Egdon Group being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to be disposed 
of or charged or could cease to be available to any member of the Egdon Group otherwise
than in the ordinary course of business;

v.   the creation, save in the ordinary and usual course of business, or enforcement
of any mortgage, charge or other security interest over the whole or any part of
the business, property or assets of any member of the Egdon Group or any such mortgage,
charge or other security interest (whenever created, arising or having arisen), 
becoming enforceable;

vi.  the business, assets, value, financial or trading position or profits, prospects
or operational performance of any member of the Egdon Group being materially prejudiced
or materially and adversely affected;

vii.  the creation or acceleration of any material liability (actual or contingent)
by any member of the Egdon Group other than trade creditors or other liabilities
incurred in the ordinary course of business; or

viii. any liability of any member of the Egdon Group to make any severance, termination,
bonus or other payment to any of its directors or other officers;

**_No material transactions, claims or changes in the conduct of the business of
the Egdon Group_**

e)   except as Disclosed, no member of the Egdon Group having since 31 July 2022:

i.    save as between Egdon and its wholly owned subsidiaries or between such wholly
owned subsidiaries, issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue of additional shares of any class,
or securities or securities convertible into, or exchangeable for, or rights, warrants
or options to subscribe for or acquire, any such shares or convertible securities
or transferred or sold or agreed to transfer or sell or authorised or proposed the
transfer or sale of Egdon Shares out of treasury;

ii.    recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution (whether payable in cash or otherwise)
other than to Egdon or one of its wholly owned subsidiaries;

iii.   save as between Egdon and its wholly owned subsidiaries or between such wholly
owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from
or acquired any body corporate, partnership or business or acquired or disposed 
of, or, other than in the ordinary course of business, transferred, mortgaged or
charged or created any security interest over, any assets or any right, title or
interest in any asset (including shares and trade investments) or authorised, proposed
or announced any intention to do so;

iv.   save as between Egdon and its wholly owned subsidiaries or between such wholly
owned subsidiaries, made, authorised, proposed or announced an intention to propose
any change in its loan capital;

v.    issued, authorised, proposed or announced an intention to authorise or propose
the issue of, or made any change in or to the terms of, any debentures or (save 
in the ordinary course of business and save as between Egdon and its wholly owned
subsidiaries or between such wholly owned subsidiaries) incurred or increased any
indebtedness or become subject to any contingent liability to an extent which is
material in the context of the Egdon Group or in the context of the Acquisition;

vi.   entered into, varied, authorised or proposed entry into or variation of, or
announced its intention to enter into or vary, any contract, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise) (otherwise
than in the ordinary course of business) which is of a long term, unusual or onerous
nature, or which involves or could reasonably be expected to involve an obligation
of a nature or magnitude which is, in any such case, material in the context of 
the Egdon Group or in the context of the Acquisition, or which is or is reasonably
likely to be materially restrictive on the business of any member of the Egdon Group
to an extent which is or is likely to be material to the Egdon Group taken as a 
whole or in the context of the Acquisition;

vii.  entered into any licence or other disposal of intellectual property rights
of any member of the Egdon Group which are material in the context of the Egdon 
Group and outside the normal course of business;

viii. entered into, varied, authorised or proposed the entry into or variation of,
or announced its intention to enter into or vary the terms of or made any offer (
which remains open for acceptance) to enter into or vary the terms of, any contract,
commitment, arrangement or any service agreement with any director or senior executive
of the Egdon Group save for salary increases, bonuses or variations of terms in 
the ordinary course;

ix.   proposed, agreed to provide or modified in any material respect the terms 
of any share plan, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Egdon Group which, taken as 
a whole, are material in the context of the Egdon Group taken as a whole;

x.   entered into, implemented or effected, or authorised, proposed or announced
its intention to implement or effect, any joint venture, asset or profit sharing
arrangement, partnership, composition, assignment, reconstruction, amalgamation,
commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise
than in the ordinary course of business which is material in the context of the 
Egdon Group taken as a whole or in the context of the Acquisition;

xi.   purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or, save in respect
of the matters mentioned in sub-paragraph i above, made any other change to any 
part of its share capital to an extent which (other than in the case of Egdon) is
material in the context of the Egdon Group;

xii.  waived, compromised or settled any claim otherwise than in the ordinary course
of business which is material in the context of the Egdon Group taken as a whole
or in the context of the Acquisition;

xiii. made any material alteration to its articles of association or other constitutional
documents;

xiv. (other than in respect of a member which is dormant and was solvent at the 
relevant time) taken or proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager, administrative
receiver, trustee or similar officer of all or any of its assets or revenues or 
any analogous proceedings in any jurisdiction or appointed any analogous person 
in any jurisdiction or had any such person appointed;

xv.  been unable, or admitted in writing that it is unable, to pay its debts or 
commenced negotiations with one or more of its creditors with a view to rescheduling
or restructuring any of its indebtedness, or having stopped or suspended (or threatened
to stop or suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;

xvi. entered into any material contract, commitment, agreement or arrangement otherwise
than in the ordinary course of business or passed any resolution or made any offer(
which remains open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events referred to 
in this condition;

xvii.      terminated or varied the terms of any material agreement or arrangement
between any member of the Egdon Group and any other person in a manner which would
or might be expected to have a material adverse effect on the financial position
of the Egdon Group taken as a whole;

xviii.     except in relation to changes made or agreed as a result of, or arising
from changes to legislation, made or agreed or consented to any significant change
to the following in a way that is material in the context of the Egdon Group taken
as a whole or in the context of the Acquisition:

a.   the terms of the governing documents constituting the pension scheme(s) established
by any member of the Egdon Group for its directors, employees or their dependants;

b.   the contributions payable to any such scheme(s) or to the benefits which accrue,
or to the pensions which are payable, thereunder;

c.   the basis on which qualification for, or accrual or entitlement to, such benefits
or pensions are calculated or determined; or

d.   the basis upon which the liabilities (including pensions) of such pension schemes
are funded, valued, made, agreed or consented to, to an extent which is in any such
case material in the context of the Egdon Group taken as a whole; or

xix. having taken (or agreed or proposed to take) any action which requires, or 
would require, the consent of the Panel or the approval of Egdon Shareholders in
general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover
Code;

**_No material adverse change_**

f)    since 31 July 2022 and except as Disclosed:

i.    there having been no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration in the business,
assets, financial or trading position or profits or operational performance of any
member of the Egdon Group to an extent which is material to the Egdon Group taken
as a whole or in the context of the Acquisition or in the obligations of any member
of the HEYCO Group in connection with the Acquisition;

ii.    no litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened, announced or instituted by or against or remaining outstanding
against any member of the Egdon Group or to which any member of the Egdon Group 
is or may become a party (whether as claimant or defendant or otherwise) having 
been threatened, announced or instituted by or against, or remaining outstanding
in respect of, any member of the Egdon Group which, in any such case, might be expected
to have a material adverse effect on the Egdon Group taken as a whole or in the 
context of the Acquisition;

iii.   no enquiry, review or investigation by, or complaint or reference to, any
Third Party against or in respect of any member of the Egdon Group having been threatened,
announced or instituted or remaining outstanding by, against or in respect of any
member of the Egdon Group, in each case which might reasonably be expected to have
a material adverse effect on the Egdon Group taken as a whole;

iv.   no contingent or other liability having arisen, increased or become apparent
to Petrichor which might be likely to affect adversely the business, assets, financial
or trading position, profits, prospects or operational performance of any member
of the Egdon Group to an extent which is material to the Egdon Group taken as a 
whole or in the context of the Acquisition; and

v.    no steps having been taken and no omissions having been made which are likely
to result in the withdrawal, cancellation, termination or modification of any licence
held by any member of the Egdon Group, which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or modification
of which

is material and likely to have an adverse effect on the Egdon Group taken as a whole
or in the context of the Acquisition;

vi.   no member of the Egdon Group having conducted its business in material breach
of any applicable laws or regulations to an extent which might reasonably be expected
to have a material adverse effect on the Egdon Group taken as a whole;

**_No discovery of certain matters regarding information, liabilities and environmental
issues_**

g)   since 31 July 2022 and except as Disclosed, Petrichor not having discovered:

i.    that any financial, business or other information concerning the Egdon Group
publicly announced or disclosed to any member of the HEYCO Group at any time by 
or on behalf of any member of the Egdon Group or to any of their advisers is misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make that information not misleading and which is, in any case, material in the
context of the Egdon Group taken as a whole or in the context of the Acquisition;

ii.    that any member of the Egdon Group is subject to any liability (actual or
contingent) and which is material in the context of the Egdon Group or in the context
of the Acquisition;

iii.   any information which affects the import of any information disclosed to 
Petrichor at any time by or on behalf of any member of the Egdon Group which is 
material in the context of the Egdon Group;

iv.   any past or present member of the Egdon Group has not complied in the context
of the Egdon Group taken as a whole with all applicable legislation, regulations
or other requirements of any jurisdiction or any Authorisations relating to the 
use, treatment, storage, carriage, disposal, discharge, spillage, release, leak 
or emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human health or otherwise relating 
to environmental matters or the health and safety of humans, which non-compliance
would be likely to give rise to any liability including any penalty for non-compliance(
whether actual or contingent) on the part of any member of the Egdon Group which
in any case is material in the context of the Egdon Group taken as a whole or in
the context of the Acquisition;

v.    there has been a disposal, discharge, spillage, accumulation, release, leak,
emission or the migration, production, supply, treatment, storage, transport or 
use of any waste or hazardous substance or any substance likely to impair the environment(
including any property) or harm human health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to any 
liability (whether actual or contingent) on the part of any member of the Egdon 
Group which in any case is material in the context of the Egdon Group taken as a
whole or in the context of the Acquisition;

**_Anti-corruption, sanctions and criminal property_**

h)   except as Disclosed, since 31 July 2022, Petrichor not having discovered:

i.    any:

a.   past or present member, director, officer or employee of the Egdon Group; or

b.   person that performs or has performed services on behalf of the Egdon Group,

has at any time engaged in an activity, practice or conduct which would constitute
an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption legislation;

ii.    any asset of any member of the Egdon Group constitutes criminal property 
as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition);

iii.   any past or present member, director, officer or employee of the Egdon Group,
or any other person for whom any such person may be liable or responsible, has engaged
in any business with, made any investments in, or made any payments or assets available
to or received any funds or asset from:

a.   any government, entity, or individual with which US persons or European Union
persons (or persons operating in those territories) are prohibited from engaging
in activities, doing business or from receiving or making available funds or economic
resources, by US or European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control or HM Treasury&
Customs; or

b.   any government, entity or individual targeted by any of the economic sanctions
of the United Nations, United States or the European Union or any of its member 
states;

iv.   a member of the Egdon Group has engaged in any behaviour which would cause
the HEYCO Group to be in breach of any law or regulation on completion of the Acquisition,
including the economic sanctions administered by the United States Office of Foreign
Assets Control, HM Treasury & Customs or any government, entity or individual targeted
by any of the economic sanctions of the United Nations, United States or the European
Union or any of its member states;

v.    any past or present member of the Egdon Group or any person that performs 
or has performed services for or on behalf of any such company is or has at any 
time engaged in any activity, practice or conduct (or omitted to take any action)
in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act
of 1977, as amended or any other applicable anti-corruption legislation;

vi.   any member of the Egdon Group is ineligible to be awarded any contract or 
business under section 23 of the Public Contracts Regulations 2006 or section 26
of the Utilities Contracts Regulations 2006 (each as amended); or

vii.  any past or present member of the Egdon Group has engaged in any activity 
or business with, or made any investments in, or made any payments to any government,
entity or individual covered by any of the economic sanctions administered by the
United Nations or the European Union (or any of their respective member states) 
or the United States Office of Foreign Assets Control or any other governmental 
or supranational body.

**PART B: WAIVER OF CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME**

1.              Subject to the requirements of the Panel in accordance with the 
Takeover Code, or if required, by the Court, Petrichor reserves the right to waive,
in whole or in part, all or any of the above Conditions, except Conditions 2(A),
2(B) and 2(C) which cannot be waived.

2.              Conditions 3(a) to 3(h) (inclusive) must each be fulfilled, determined
by Petrichor to be or to remain satisfied or (where applicable) be waived by Petrichor
by no later than 11.59 p.m. on the date immediately preceding the date of the Court
hearing to sanction the Scheme, failing which the Acquisition will lapse.

3.              The Acquisition will lapse if the Scheme does not become effective
by 11.59 p.m. on the Long Stop Date (or such later date as may be agreed between
Petrichor and Egdon).

4.              If Petrichor is required by the Panel to make an offer for Egdon
Shares under the provisions of Rule 9 of the Takeover Code, Petrichor may make such
alterations to any of the above Conditions as are necessary to comply with the provisions
of that Rule.

5.              The Acquisition will lapse if, before the Court Meeting, it is referred
by the Competition and Markets Authority to its chair for the constitution of a 
group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 pursuant
to section 33 of the Enterprise Act 2002 (as amended).

6.              Petrichor reserves the right to elect to implement the Acquisition
by way of takeover offer(s) (as defined in section 974 of the Companies Act) as 
an alternative to the Scheme. In such event, the Acquisition will be implemented
on the same terms (subject to appropriate amendments and those required by, or deemed
appropriate by, Petrichor under applicable law, so far as applicable) as those which
would apply to the Scheme. Further, if sufficient acceptances of such offer(s) are
received and/or sufficient Egdon Shares are otherwise acquired, it is the intention
of Petrichor to apply the provisions of Part 28 of the Companies Act to acquire 
compulsorily any outstanding Egdon Shares to which such offer(s) relate.

7.              Under Rule 13.5(a) of the Takeover Code, Petrichor may not invoke
a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn
unless the circumstances which give rise to the right to invoke the Condition are
of material significance to Petrichor in the context of the Acquisition. Conditions
2(A), 2(B) and 2(C) are not subject to this provision of the Takeover Code.

8.              The Acquisition will be subject, inter alia, to the Conditions and
certain further terms which are set out in this Appendix 1 and those terms which
will be set out in the Scheme Document and such further terms as may be required
to comply with the provisions of the Takeover Code.

9.              Petrichor shall be under no obligation to waive (if capable of waiver),
to determine to be or remain satisfied or treat as fulfilled any of Conditions 3(
a) to 3(h) (inclusive) by a date earlier than the latest date for the fulfilment
of that Condition, notwithstanding that the other Conditions may at an earlier date
have been waived or fulfilled and that there are, at such earlier date, no circumstances
indicating that any Condition may not be capable of fulfilment.

10.            Egdon Shares will be acquired by Petrichor with full title guarantee,
fully paid and free from all liens, equitable interests, charges, encumbrances and
other third party rights of any nature whatsoever and together with all rights attaching
to them, including the right to receive and retain all dividends and distributions(
if any) declared, made or paid after the date of this announcement. If after the
date of this announcement and prior the Effective Date, any dividend and/or other
distribution and/or other return of value is declared, made or paid in respect of
Egdon Shares, Petrichor shall be entitled to reduce the amount of consideration 
payable for such Egdon Shares under the terms of the Acquisition by an amount equivalent
to such dividend, other distribution or return of value in which case any reference
in this announcement to the consideration payable under the terms of the Acquisition
shall be deemed to be a reference to the consideration as so reduced.

11.            Any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be contained
in the Scheme Document.

12.            Each of the Conditions shall be regarded as a separate Condition 
and shall not be limited by reference to any other Condition.

13.            The Acquisition will be governed by English law and subject to the
jurisdiction of the English courts and to the Conditions set out above.

14.            The Acquisition is subject to the applicable requirements of the 
Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

**APPENDIX 2**

**BASES AND SOURCES**

In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used.

# 1.         As at close of business on 16 May 2023 (being the last Business Day before the date of this announcement) there were 543,983,031 Egdon Shares in issue. The legal entity identifier for the Egdon Shares is 213800WWGH4S9GYSPL77.

# 2.         As at 16 May 2023 (being the last Business Day before the date of this announcement), there were 17,500,000 Egdon Shares and 30,408,000 Egdon Shares that may be issued pursuant to the Egdon Share Plan and the Warrants, respectively.

# 3.         Any references to the issued and to be issued ordinary share capital of Egdon are each based on:

# ·      the 543,983,031 Egdon Shares referred to in paragraph 1 above; and

# ·      the 47,908,000 Egdon Shares that may be issued pursuant to the Egdon Share Plan and the Warrants referred to in paragraph 2 above.

# 4.         Certain figures included in this announcement have been subject to rounding adjustments.

# 5.         Unless otherwise stated, the financial information of Egdon is extracted (without material adjustment) from Egdon’s annual report and financial statements for the 12 months ended 31 July 2022, which were released on 7 November 2022 and Egdon’s interim report for the six months ended 31 January 2023, which was released on 24 April 2023.

# 6.         Volume-weighted average prices have been derived from Refinitiv Eikon and daily trades extracted from the London Stock Exchange website, and have been rounded to the nearest tenth of a penny.

**APPENDIX 3**

**DETAILS OF IRREVOCABLE UNDERTAKINGS**

# Egdon Directors’ irrevocable undertakings

The following holders of Egdon Shares have given irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting
in respect of their own beneficial holdings of Egdon Shares:

| **Name** | **Total number of
Egdon Shares
 | Percentage of Egdon Shares in issue on 16 May 2023 (being the last Business Day before the date of this announcement) | 
| Mark Abbott | 13,222,617 | 2.431% | 
| Kenneth Ratcliff | 198,032 | 0.036% | 
| Philip Stephens | 131,703 | 0.024% | 
| Walter Roberts | 846,421 | 0.156% | 
| Timothy Davies | 50,000 | 0.009% | 
| Martin Durham | 200,000 | 0.037% | 
| TOTAL | 14,648,773 | 2.693% |

####  

#### The undertakings from the Egdon Directors will cease to be binding only:

### (A)        if the Scheme Document (or Offer Document, if applicable) is not dispatched to Egdon Shareholders within 28 days of this announcement (or such longer period as may be agreed by the Panel) provided that if the Acquisition was initially being implemented by way of a Scheme and Petrichor elects to exercise its right to implement the Acquisition by way of a Takeover Offer (with consent of the Panel and in accordance with the terms of the Co-operation Agreement) or vice versa, the time period is to be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require); or

### (B)        on the earlier of:

#### (i)         the Long Stop Date; or

#### (ii)        the date on which the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its terms, unless the Acquisition is withdrawn or lapses as a result of Petrichor exercising its right to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme.

# Other Egdon irrevocable undertakings

#### Harbour Energy plc and Union Jack Oil plc have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of their own beneficial holdings of Egdon Shares:

| **Name** | **Total number of
Egdon Shares
 | Percentage of Egdon Shares in issue on 16 May 2023 (being the last Business Day before the date of this announcement) | 
| Harbour Energy plc | 45,733,333 | 8.407% | 
| Union Jack Oil plc | 17,000,000 | 3.125% | 
| TOTAL | 62,733,333 | 11.53% |

####  

#### The undertakings from Harbour Energy plc and Union Jack Oil plc will cease to be binding only:

### (A)        if the Scheme Document (or Offer Document, if applicable) is not dispatched to Egdon Shareholders within 28 days of this announcement (or such longer period as may be agreed by the Panel) provided that if the Acquisition was initially being implemented by way of a Scheme and Petrichor elects to exercise its right to implement the Acquisition by way of a Takeover Offer (with consent of the Panel and in accordance with the terms of the Co-operation Agreement) or vice versa, the time period is to be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require); or

### (B)        on the earlier of:

#### (i)         the Long Stop Date; or

#### (ii)        the date on which the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its terms, unless the Acquisition is withdrawn or lapses as a result of Petrichor exercising its right to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme.

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