Completion of Acquisition

 

TIDMEDR TIDMEO. 
 
RNS Number : 0585Q 
Egdon Resources PLC 
28 July 2010 
 

 
 
28 July 2010 
                                    For Immediate Release 
 
                              EGDON RESOURCES PLC 
 
                           ("Egdon" or "the Company") 
 
    Completion of the Acquisition of Certain UK Assets from EnCore Oil plc 
                          and Appointment of Director 
 
Further to the announcement of 22 March 2010, the Directors of Egdon Resources 
plc are pleased to announce the completion of the acquisition of certain of 
EnCore Oil plc's ("EnCore") assets by Egdon ("the Acquisition"). 
 
The package of assets acquired comprise of EnCore's entire interest in nine 
onshore UK licences and an interest in the Ceres gas field in the Southern North 
Sea. 
 
As consideration for the Acquisition, Egdon has issued 39,200,000 Ordinary 
Shares ("the Consideration Shares") to EnCore, which represent 29.998 per cent. 
of the enlarged share capital of the Company.  Application has been made for 
admission of the Consideration Shares to trading on AIM, which is expected to 
become effective on 29 July 2010.  The total number of Egdon Ordinary Shares in 
issue on admission will be 130,675,774. 
 
Completion also triggers a number of other terms of the transaction, namely; 
 
Lock-in Arrangements - whereby EnCore and certain of its subsidiaries have 
undertaken not to dispose of any Consideration Shares for a period of 12 months 
from the date of their admission to trading on AIM. 
 
Non-Compete Arrangements - under which, other than by agreement, Egdon will 
restrict its offshore activities in the UK and EnCore will restrict its onshore 
operations in the UK and France to the areas adjoining their respective existing 
operations. 
 
Technical Services Agreement - whereby EnCore and Egdon have agreed to provide 
each other with certain services  in connection with each of their businesses 
and the development of the Assets following the Acquisition. 
 
Facility Agreement - under which EnCore has agreed to provide Egdon with access 
to an unsecured loan facility for the purpose of exploration and development 
activities of Egdon and its affiliates. The Facility Agreement provides a term 
loan facility for a period of two years in an aggregate amount equal to 
GBP1,500,000 which can be drawn down at the request of Egdon in tranches of 
GBP250,000 at an interest rate of 10% or LIBOR plus 5% if greater. 
 
The acquisition of EnCore E&P Limited which holds the Nimes and Mairy permits in 
France is expected to complete later in the year.  The consideration for this 
will be GBP100,000 in cash. 
 
 
Board Appointment 
 
EnCore have a right on completion to appoint a non-executive director to the 
Egdon Board for a period of five years thereafter, provided that either it holds 
15 per cent. or more of the share capital of Egdon or it is the largest 
shareholder of the Company. 
 
Accordingly, we are pleased to report that Alan Booth, the Chief Executive 
Officer of Encore, has today been appointed as a non-executive Director of 
Egdon.  Prior to co-founding EnCore, Alan Booth was Chairman and Managing 
Director of EnCana (U.K.) Limited (now Nexen Petroleum U.K. Limited), and a 
member of EnCana Corporation's executive management team. He was instrumental in 
building EnCana UK from a new UK entrant in late 1996 with a $55 million 
exploration funding obligation into a significant UK production operator and the 
discoverer and development operator for the Buzzard field. In late 2004 Alan 
lead the UK team which sold EnCana (U.K.) Limited to Nexen Corporation for $2.1 
billion. Prior to EnCana, Alan worked in a number of positions of increasing 
seniority for Amerada Hess and Oryx Energy both in the UK and overseas. He has 
particular experience in new ventures acquisitions and exploration in the UK, 
Scandinavia, Australasia as well as the Middle East and Africa. 
 
 From December 2003 until March 2005, Alan was President of the United 
Kingdom Offshore Operators Association (UKOOA) the representative body for all 
UKCS offshore operators. He also subsequently served as a Director of Oil & Gas 
UK and was a member of PILOT, the main forum for Government-Industry liaison 
chaired by the Energy Minister, as well as being a member of the Industry 
Leadership Team (ILT). In 2003, he was elected President of the Petroleum 
Exploration Society of Great Britain; in April 2004 Alan was awarded the 
Petroleum Group Silver Medal by the Geological Society in recognition of his 
contribution to the Industry. Alan's background is in geoscience and he holds a 
BSc in Geology from Nottingham University, and a Masters Degree in Petroleum 
Geology from the Royal School of Mines, Imperial College London. 
 
 Alan is a current director of industry body OGIA. 
 
Alan Booth, aged 52, currently holds the following directorships;  EnCore 
Exploration Limited, EnCore Natural Resources Limited, EnCore Petroleum Limited, 
EnCore North Sea Limited, EnCore Oil plc, EnCore Oil and Gas Limited, EnCore 
(E&P) Limited, EnCore (NNS) Limited, EnCore (VOG) Limited, EnCore Gas Storage 
Limited, Oil and Gas Independents' Association Limited 
 
Within the last five years, Alan Booth has held the following directorships; 
EnCore (SNS) Limited, Nexen Petroleum UK Holdings Limited, Petroleum Exploration 
Society of Great Britain Limited, United Kingdom Offshore Operators Association 
Limited, Oil and Gas UK Limited, RWA DEA UK EC Limited, The United Kingdom 
Offshore Oil and Gas Industry Association Limited 
 
 
Commenting on today's announcement, Mark Abbott, Managing Director of Egdon 
said: 
 
"We are pleased to report the successful completion of the acquisition of these 
UK assets from EnCore which provide a significant increase in our opportunity 
base from which to develop and grow our business over the coming years.  The 
assets are an excellent strategic fit with our existing portfolio and we look 
forward to fully integrating them into Egdon's business. Key amongst them are 
the Ceres gas field, an increased interest in the Kirkleatham gas development, 
the Biscathorpe Prospect adjacent to our Keddington oil field in Lincolnshire 
and an interest in two near-term exploration wells in the Weald Basin (Markwells 
Wood-1 and Havant-1). 
 
I would also like to welcome Alan Booth to Egdon's Board.  Alan is a highly 
experienced and respected member of the UK oil and gas industry and we look 
forward to his input and advice in the development of Egdon's business over the 
coming years" 
 
 
For further information please contact: 
 
Egdon Resources plc 
Mark Abbott, Managing Director 
                     01256 702292 
 
Buchanan Communications 
Richard Darby, James Strong 
                    020 7466 5000 
 
Nominated Adviser and Broker - Seymour Pierce 
Jonathan Wright, Richard Redmayne 
             020 7107 8000 
 
 
Notes to Authors 
 
The Assets Acquired: 
 
The assets acquired in relation to today's announcement are summarised in the 
table below and described in more detail in our release of 22 March 2010 which 
is available on our website (www.egdon-resources.com). 
 
+------------+-+---------------+-------------+--------+----------------------+ 
| Licence    | Location        | Operator    | Encore | Egdon Subsidiary     | 
|            |                 |             | %      | acquiring the Asset  | 
+------------+-----------------+-------------+--------+----------------------+ 
| ONSHORE UK                   |             |        |                      | 
+------------------------------+-------------+--------+----------------------+ 
| PEDL068      | Cleveland     | Egdon       | 20%    | Egdon Resources U.K. | 
|              |               |             |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL098      | Wessex        | Northern    | 7.5%   | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL125      | Weald         | Northern    | 10%    | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL126      | Weald         | Northern    | 10%    | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL154      | Weald         | Northern    | 10%    | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL155      | Weald         | Northern    | 10%    | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL256      | Weald         | Northern    | 7.5%   | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL240      | Wessex        | Northern    | 7.5%   | Egdon Resources U.K. | 
|              |               | Petroleum   |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| PEDL253      | Humber        | Encore      | 60%    | Egdon Resources U.K. | 
|              |               |             |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
| SOUTHERN NORTH SEA           |             |        |                      | 
+------------------------------+-------------+--------+----------------------+ 
| 47/9c        | SNS           | Venture     | 5%     | Egdon Resources      | 
|              |               |             |        | Europe Limited       | 
+--------------+---------------+-------------+--------+----------------------+ 
| 47/9c        | SNS           | Venture     | 5%     | Egdon Resources U.K. | 
|              |               |             |        | Limited              | 
+--------------+---------------+-------------+--------+----------------------+ 
|            | |               |             |        |                      | 
+------------+-+---------------+-------------+--------+----------------------+ 
 
 
Egdon Resources plc 
 
Egdon Resources plc (LSE: EDR) is an established UK-based exploration and 
production company primarily focused on onshore exploration and production in 
the hydrocarbon-producing basins of the UK and Europe. 
 
Egdon currently holds interests in thirty five licences in the UK and France and 
has an active programme of exploration, appraisal and development within its 
balanced portfolio of oil and gas assets.  Egdon is an approved operator in both 
the UK and France. 
 
Egdon has production from the Keddington and Kirklington oil fields in the East 
Midlands the Avington oil field in Hampshire and the Ceres gas field on the 
UKCS. Further oil and gas production is anticipated from Kirkleatham 
Eakring-Dukes Wood and Waddock Cross in 2010. 
 
On completion of the acquisition of Encore E&P Limited, Egdon will acquire a 
further two permits onshore France. 
 
Egdon has recently announced a disposal of its French subsidiary to eCORP.  This 
will result in two French permits being transferred from Egdon ownership on 
completion. 
 
Egdon Resources plc listed on AIM in January 2008, following the demerger of its 
gas storage business, Portland Gas plc (now renamed Infrastrata plc). The 
pre-demerged business was formed in 1997 and listed on AIM in December 2004. 
 
www.egdon-resources.com 
 
In accordance with the AIM Rules - Note for Mining and Oil and Gas Companies, 
the information contained in this announcement has been reviewed and signed off 
by the Managing Director of Egdon Resources plc Mark Abbott, a Geoscientist with 
over 23 years experience. 
 
Certain statements in this announcement are forward-looking statements which are 
based on the Company's expectations, intentions and projections regarding its 
future performance, anticipated events or trends and other matters that are not 
historical facts. These statements are not guarantees of future performance and 
are subject to known and unknown risks, uncertainties and other factors that 
could cause actual results to differ materially from those expressed or implied 
by such forward-looking statements. Given these risks and uncertainties, 
prospective investors are cautioned not to place undue reliance on 
forward-looking statements. Forward-looking statements speak only as of the date 
of such statements and, except as required by applicable law, the Company 
undertakes no obligation to update or revise publicly any forward-looking 
statements, whether as a result of new information, future events or otherwise. 
The information contained in this Announcement is subject to change without 
notice and the Company does not assume any responsibility or obligation to 
update publicly or review any of the forward-looking statements contained 
herein. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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