Offer Documentation
Rule 2.7 Information
Director Irrevocable Undertakings
Shareholder Irrevocable Undertakings
Egdon Financial Information
Disclaimer
IMPORTANT NOTICE
RECOMMENDED ACQUISITION FOR EGDON RESOURCES PLC (EGDON RESOURCES) BY PETRICHOR PARTNERS, LP (PETRICHOR) (THE ACQUISITION)
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE ACQUISITION (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Egdon Resources from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Egdon Resources.
Any person seeking access to the Micro-Site represents and warrants to Egdon Resources that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Egdon Resources. Further, it does not constitute a recommendation by Egdon Resources or any other party to sell or buy securities in Egdon Resources.
The Acquisition cannot be validly accepted by holders of shares in Egdon Resources or any other persons through means of downloading any Information from this Micro-Site.
Egdon Resources shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Acquisition. Any shareholder action required in connection with the Acquisition will be set out in documents sent to or made available to Egdon Resources’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Overseas persons
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from a Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
Forward looking statements
This Information may contain “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Petrichor Partners and Egdon Resources about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Petrichor Partners and Egdon Resources believe that the expectations reflected in such forward-looking statements are reasonable, Petrichor Partners and Egdon Resources can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Petrichor Partners and Egdon Resources operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Petrichor Partners and Egdon Resources operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
Neither Petrichor Partners nor Egdon Resources, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Information will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Petrichor Partners nor Egdon Resources is under any obligation, and Petrichor Partners and Egdon Resources expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of Egdon Resources is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither Egdon Resources nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
VSA Capital Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Egdon Resources as financial adviser and Rule 3 adviser to Egdon Resources and no one else in connection with the Acquisition and will not be responsible to anyone other than Egdon Resources for providing the protections afforded to clients of VSA Capital Limited or for providing advice in relation to the Acquisition or any other matters referred to in this Information. Neither VSA Capital Limited nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of VSA Capital Limited in connection with this Information, any statement contained in this Information or otherwise.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Egdon Resources’ homepage.
RECOMMENDED ACQUISITION FOR EGDON RESOURCES PLC (EGDON RESOURCES) BY PETRICHOR PARTNERS, LP (PETRICHOR) (THE ACQUISITION)
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE ACQUISITION (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Egdon Resources from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Egdon Resources.
Any person seeking access to the Micro-Site represents and warrants to Egdon Resources that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Egdon Resources. Further, it does not constitute a recommendation by Egdon Resources or any other party to sell or buy securities in Egdon Resources.
The Acquisition cannot be validly accepted by holders of shares in Egdon Resources or any other persons through means of downloading any Information from this Micro-Site.
Egdon Resources shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Acquisition. Any shareholder action required in connection with the Acquisition will be set out in documents sent to or made available to Egdon Resources’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Overseas persons
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from a Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
Forward looking statements
This Information may contain “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Petrichor Partners and Egdon Resources about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Petrichor Partners and Egdon Resources believe that the expectations reflected in such forward-looking statements are reasonable, Petrichor Partners and Egdon Resources can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Petrichor Partners and Egdon Resources operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Petrichor Partners and Egdon Resources operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
Neither Petrichor Partners nor Egdon Resources, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Information will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Petrichor Partners nor Egdon Resources is under any obligation, and Petrichor Partners and Egdon Resources expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of Egdon Resources is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither Egdon Resources nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
VSA Capital Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Egdon Resources as financial adviser and Rule 3 adviser to Egdon Resources and no one else in connection with the Acquisition and will not be responsible to anyone other than Egdon Resources for providing the protections afforded to clients of VSA Capital Limited or for providing advice in relation to the Acquisition or any other matters referred to in this Information. Neither VSA Capital Limited nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of VSA Capital Limited in connection with this Information, any statement contained in this Information or otherwise.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Egdon Resources’ homepage.
.svg)