TIDMLOGP
RNS Number : 9017N
Lansdowne Oil & Gas plc
28 September 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the retained EU law version of the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain. If you have any queries
on this, then please contact Steve Boldy, the Chief Executive
Officer of the Company (responsible for arranging release of this
announcement).
28 September 2023
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Interim Results for the six months ended 30 June 2023
Lansdowne Oil & Gas ("Lansdowne" or "the Company") is
pleased to announce its unaudited results, for the six months ended
30 June 2023. Lansdowne is an upstream oil and gas company, focused
on exploration and appraisal activities in the North Celtic Sea
Basin, off the south coast of Ireland.
First half Highlights
Operational
-- Barryroe Oil Field (SEL 1/11)
o On 19 May 2023 Barryroe Offshore Energy received a letter from
the Irish Department of the Environment, Climate and Communications
("DECC"), advising that the Minister, Eamon Ryan, would not grant
the Lease Undertaking, as sought, on grounds of financial
capability. DECC also confirmed in the letter that the application
was satisfactory from a technical perspective.
o As a result of the refusal to grant a Lease Undertaking, On 19
June 2023, Lansdowne's legal advisors, Ashurst LLP, initiated
arbitration proceedings under the Energy Charter Treaty ("ECT") by
submitting a letter giving notice pursuant to Article 26 (2) (c) of
the ECT requiring Ireland to participate in discussions with a view
to settling the dispute. Submission of this letter triggered a
three month "cooling-off" period during which time the parties are
expected to seek to settle the matter amicably.
-- Helvick Oil Field Lease Undertaking
o The extension to this Lease Undertaking remains under
consideration by DECC.
Financial highlights
-- Cash balances at 30 June 2023 of GBP0.04 million (31 December 2022: GBP0.01 million).
-- Loss for the period after tax of GBP16.1 million (2022: loss GBP0.4 million).
-- Loss per share of 1.62 pence (2022: loss 0.04 pence).
-- The LC Capital Master Fund loan, due for repayment on 31
December 2022, was extended to 31 December 2023.
-- In January 2023, the Company placed 60,000,000 new ordinary
shares with new and existing investors at a placing price of 0.5
pence per share, raising GBP300,000 before costs.
-- In association with the Placing, 3,000,000 warrants ("Broker
Warrants") have been granted to TFL, with
an exercise price of 0.5p per ordinary share. The Broker
Warrants are exercisable up until the third anniversary of
Admission.
-- In connection with the Placing, the Company also granted a
total of 60,000,000 warrants ("Investor Warrants") to placees
participating in the Placing, on a one Investor Warrant per Placing
Share basis, to subscribe for new ordinary shares in the Company at
a price of 1.0 pence per share. The Investor Warrants will be
exercisable until the second anniversary of Admission.
-- Separately, 1,788,000 warrants were granted to LC Capital
Targeted Opportunities Fund, LP ("LC") in accordance with the
provisions of LC's warrant instrument.
Post Balance Sheet Events
-- In July 2023 the Company announced that it had placed:
o 60,000,000 new shares of 0.1 pence each, under the Company's
existing share allotment authorities.
o 140,000,000 new shares of 0.1 pence each, conditional upon the
passing of resolutions at the Company's Annual General Meeting
("AGM") on 9(th) August 2023 granting new share allotment
authorities.
o The relevant resolutions were duly passed at the AGM
o The shares were priced at 0.1 pence per placing share, raising
GBP200,000 before costs.
-- In association with the Placing, 10,000,000 warrants ("Broker
Warrants") were granted to Tavira Financial Limited, with an
exercise price of 0.1p per ordinary share. The Broker Warrants will
be exercisable up until the third anniversary of admission of the
Conditional Placing Shares to trading on AIM.
-- Separately, 5,960,000 warrants ("LC Warrants") were granted
to LC Capital Targeted Opportunities Fund, LP ("LC") in accordance
with the provisions of LC's warrant instrument, the terms of which
were previously announced on 31 December 2021 (the "LC Warrant
Instrument").
-- Following the issue of the LC Warrants, LC holds an aggregate
35,569,826 warrants over ordinary shares and the strike price of
these warrants has been amended to 0.1 pence per share from 0.5
pence per share pursuant to the LC Warrant Instrument.
-- In August 2023 the Company announced that, as it had not
received a response other than an acknowledgement of its initial
June letter, a further letter had been submitted by Ashurst LLP on
behalf of Lansdowne with a reminder that if Ireland persists in its
failure to engage in order to settle the dispute amicably, Ireland
will be in breach of its obligations under Article 26 (2) (c) of
the ECT. Receipt of this letter was acknowledged by a return letter
from the Irish State Solicitors office.
-- As the decision to not award the Barryroe Lease Undertaking
was not revoked prior to the expiration of the three month
"cooling-off" period, the Company was designated as an AIM Rule 15
cash shell with effect from 20 September 2023.
For further information please contact:
Lansdowne Oil & Gas plc +353 1 963 1760
Steve Boldy
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Joint
Broker
Stuart Gledhill
Richard Hail
Tavira Securities Limited +44 (0) 20 3192 1739
Joint Broker
Oliver Stansfield
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is a North Celtic Sea focused,
oil and gas exploration and appraisal company quoted on the AIM
market and head quartered in Dublin.
For more information on Lansdowne, please refer to
www.lansdowneoilandgas.com .
Chairman's Statement
Six months ended 30 June 2023
The refusal of the relevant Minister in the Department of the
Environment, Climate and Communications ('DECC'), Eamon Ryan, to
grant a Lease Undertaking for the Barryroe Field was both
surprising and disappointing, coming more than two years after the
submission of the application in April 2021.
This decision has been immensely damaging to the Company and its
shareholders and we believe the Minister and DECC have failed to
act in a fair and equitable manner with the Barryroe Partners, as
they are required to do under the terms of the Energy Charter
Treaty.
The Company has therefore, through its legal advisors Ashurst
LLP, initiated arbitration proceedings as allowed for under the
ECT.
Outlook
The Company continues to pursue an amicable resolution with
Ireland; however, it remains steadfast in its belief of a positive
award under the ECT should this avenue be followed. To this end the
Company has continued its discussions with litigation funders who
have expressed a willingness to engage once the statutory
three-month window has passed, in the event that a resolution is
not reached.
The Company will also track developments at Barryroe Offshore
Energy, where an Examiner has been appointed. It has been reported
that Barryroe Offshore Energy is considering a number of paths
forward, including a potential Judicial Review in the Irish Courts,
that might also lead to the Lease Undertaking being granted and the
development of the Barryroe field to proceed.
We continue to maintain that the failure to allow the Barryroe
oil and gas field to progress to development is against the best
interests of Ireland.
Energy Security has been an increasing concern in Ireland for
several years. This was further highlighted in a recent report by
Euromonitor International looking at global energy vulnerability,
quoted in an article in the Irish Times on 8 August 2023. This
study found that Ireland ranked 70th out of 100 countries in terms
of vulnerability - third worst amongst EU countries.
Furthermore, to ignore indigenous sources of oil and gas will
ensure that the current very high levels of imports of oil
(currently 100%) and gas (currently c. 74%) will continue, which
will work against the commitment to work to the net zero emissions
target, as imported oil and gas come with much higher emission
levels.
Jeffrey Auld
Chairman
Lansdowne Oil and Gas plc
Condensed Consolidated Income Statement and Statement of
Comprehensive Income
Six month ended 30 June 2023
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30 June '23 30 June '22 31 Dec. '22
GBP000s GBP000s GBP000s
Administration expenses (117) (130) (218)
Impairment of intangible
assets (15,882) - -
______ ______ _______
Operating loss (15,999) (130) (218)
Finance costs (109) (28) (146)
______ ______ ______
Loss before tax (16,108) (158) (364)
Income tax credit - - -
______ ______ ______
Loss for the financial period (16,108) (158) (364)
Other Comprehensive Income - - -
______ ______ ______
Total comprehensive loss
for the financial period (16,108) (158) (364)
===== ===== ======
Loss per share (pence)
Basic and diluted (1.62p) (0.02p) (0.04p)
===== ===== ======
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Financial Position
As at 30 June 2023
Unaudited Unaudited Audited
30 June '23 30 June '22 31 Dec. '22
GBP000s GBP000s GBP000s
Assets
Non-Current Assets
Intangible assets - 16,281 16,336
_______ _______ _______
- 16,281 16,336
_______ _______ _______
Current Assets
Trade and other receivables 16 24 19
Cash and cash equivalents 41 177 15
_______ _______ _______
57 201 34
_______ _______ _______
Total Assets 57 16,482 16,370
======= ======= =======
Equity & Liabilities
Shareholders' Equity
Share capital 12,050 11,990 11,990
Share premium 28,684 28,491 28,475
Currency translation reserve 59 59 59
Share-based payment reserve - 316 -
Warrants reserve 115 - 115
Accumulated deficit (41,997) (26,094) (25,889)
_______ _______ _______
Total Equity (1,089) 14,762 14,750
Non-Current Liabilities
Provision for liabilities - 388 512
Current Liabilities
Trade and other payables 140 279 129
Shareholder loan 1,006 1,053 979
_______ _______ _______
Total Liabilities 1,146 1,720 1,620
_______ _______ _______
Total Equity and Liabilities 57 16,482 16,370
======= ======= =======
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Cash flows
Six months ended 30 June 2023
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30 June 30 June 31 Dec.
'23 '22 '22
GBP000s GBP000s GBP000s
Cash flows from operating activities
Loss for the period (16,108) (158) (364)
Adjustments for :
Impairment (reversal of) intangible
assets 15,882
Interest payable and similar charges 109 25 146
Decrease/(increase) in trade and
other receivables (80) (3) 2
Increase in trade and other payables 12 3 (23)
_______ _______ _______
Net cash used in operating activities (185) (133) (239)
Cash flows from investing activities
Acquisition of intangible exploration
assets (58) (156) (211)
_______ _______ _______
Net cash from investing activities (58) (156) (211)
Cash flows from financing activities
Proceeds from the issue of share
capital 300 300 300
Cost of raising shares (31) (33) (34)
_______ _______ _______
Net cash from financing activities 269 267 266
----------- ----------- -----------
Net (decrease) in cash and cash
equivalents 26 (22) (184)
Cash and cash equivalents at start
of period 15 199 199
_______ _______ _______
Cash and cash equivalents at end
of period 41 177 15
======= ======= =======
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Changes in Equity
Six months ended 30 June 2023
Share Share Other Warrants Retained Total
Capital Premium Reserves Reserve Losses
GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s
Unaudited
At 1 January 2022 11,930 28,284 375 - (25,936) 14,653
Loss for the period - - - - (158) (158)
_____ _______ _______ _______ _______ _______
Total comprehensive
loss for the period - - - - (158) (158)
Issue of new shares
- gross consideration 60 240 - - - 300
Cost of share issues - (33) - - - (33)
--------- --------- --------- ---------- ---------- ----------
At 30 June 2022 11,990 28,491 375 - (26,094) 14,762
_____ _______ _______ _______ _______ _______
Audited
At 1 January 2022 11,930 28,284 375 - (25,936) 14,653
Loss for the period - - - - (364) (364)
_____ _______ _______ _______ _______ _______
Total comprehensive
loss for the period - - - - (364) (364)
Issue of new shares
- gross consideration 60 240 - - - 300
Issue of shares - warrants - (15) - 15 - -
Issue of warrants to
holder of loan notes - - - 100 95 195
Cost of share issues - (34) - - - (34)
Lapse of share options - - (316) - 316 -
_____ _______ _______ _______ _______ _______
At 31 December 2022 11,990 28,475 59 115 (25,889) 14,750
_____ _______ _______ _______ _______ _______
Lansdowne Oil and Gas plc
Condensed Consolidated Statement of Changes in Equity (continued)
Six months ended 30 June 2023
Unaudited
At 1 January 2023 11,990 28,475 59 115 (25,889) 14,750
Loss for the period - - - - (16,108) (16,108)
_____ _______ _______ _______ _______ _______
Total comprehensive
loss for the period - - - - (16,108) (16,108)
Issue of new shares
- gross consideration 60 240 - - - 300
Cost of share issues - (31) - - - (31)
_____ _______ _______ _______ _______ _______
At 30 June 2023 12,050 28,684 59 115 (41,997) (1,089)
_____ _______ _______ _______ _______ _______
Lansdowne Oil & Gas plc
Notes to the Interim Condensed Financial Statements
Six months ended 30 June 2023
1. Basis of Presentation
Accounting Policies
The interim financial information for the six months ended 30
June 2023 has been prepared on the basis of the accounting policies
which were adopted in the 2016 Annual Report and Accounts and IAS
34, "Interim Financial Reporting".
The interim financial information does not comprise statutory
accounts within the meaning of section 434 of the Companies Act
2006. The results for the six months to 30 June 2023 and the
comparative results for the six months to 30 June 2022 are
unaudited. The comparative amounts for the year ended 31 December
2022 do not constitute the statutory financial statements for that
year. The interim financial information should be read in
conjunction with the annual financial statements for the year ended
31 December 2022, which have been prepared in accordance with IFRSs
as adopted by the European Union. Those financial statements have
been delivered to the Registrar of Companies and include an
auditor's report which was unqualified and did not contain a
statement under Section 498 of the Companies Act 2006. It did,
however, contain an emphasis of matter over the going concern basis
of preparation for the Group financial statements.
Going concern
The Directors have prepared the interim financial information on
the going concern basis which assumes that the Group and Company
and its subsidiaries will continue in operational existence for the
foreseeable future.
The Intangible asset of GBP16.3 million and related
decommissioning provision were written off. However, the Company
has now advanced the engagement with external legal counsel and has
continued to pursue the steps required to move towards arbitration
to protect its investment in the Barryroe Project.
Lansdowne's legal advisors, Ashurst LLP, have initiated
arbitration proceedings under the Energy Charter Treaty by
submitting a letter giving notice pursuant to Article 26 (2) (c) of
the ECT requiring Ireland to participate in discussions with a view
to settling the dispute. The Company's legal advisors, Ashurst LLP,
received a letter from the Irish State Solicitors office on 18
September 2023 in response to the letters we had submitted. This
letter denies Lansdowne's claim that Ireland has breached the terms
of the ECT but indicates that they would be willing to give
consideration to proposals for a meeting with a representative of
the Department of the Environment, Climate and Communications.
The Company will review the letter from the Irish State
Solicitors Office in detail and may seek such a meeting, although
with the three-month period allowed for amicable settlement of the
claim, Lansdowne is also now free to instigate formal arbitration
proceedings.
On 20 July 2023, the Company announced the placing of
200,000,000 new ordinary shares with new and existing investors at
a placing price of 0.01 pence per placing share, raising GBP200,000
before costs.
The proceeds of this placing will be used to meet the Company's
expected working capital requirements through to the end of October
2023.
Based on the above information, the director's relationship with
the holder of its loan note and after reviewing cash flow
projections, the directors consider it appropriate to prepare this
interim financial information on a going concern basis. This
interim financial information does not include any adjustment that
would result from the going concern basis of preparation being
inappropriate.
2. Segmental Analysis
The Group has only one reportable business segment, which is the
exploration for oil and gas reserves in Ireland. All operations are
classified as continuing.
3. Loss per share
The loss for the period was wholly from continuing
operations.
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30 June 30 June 31 Dec.
'23 '22 '22
GBP000s GBP000s GBP000s
Loss per share arising from continuing
operations attributable to the
equity holders of the Company
- basic and diluted (in pence) (1.62) (0.02) (0.04)
The calculations were based on
the following information:
Loss attributable to equity holders
of the Company (16,108) (158) (364)
Weighted average number of ordinary
shares
In issue - basic and diluted 993,618,337 933,618,337 919,974,501
For diluted earnings per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares. The Group has one class of
dilutive potential ordinary shares - share options. As a loss was
recorded for all periods reported, the issue of new shares would
have been anti-dilutive.
4. Intangible Assets
On 19 May 2023, Barryroe Offshore Energy received a letter from
the Irish Department of the Environment, Climate and Communications
("DECC") advising that Eamon Ryan, Minister for the Environment,
Climate and Communications (the "Minister") was unwilling to grant
the Lease Undertaking, as sought, on grounds of financial
capability. DECC also confirmed in the letter that the application
was satisfactory from a technical perspective.
The decision by the Minister not to grant the Lease Undertaking
is disappointing not only for the Company, but also other
stakeholders, including Ireland, which continues to import
significant amounts of oil & gas, something the development of
Barryroe could help to address.
Given the lack of progress on the Lease Undertaking, Lansdowne
had already commenced discussions with external legal advisors on
the potential to pursue legal proceedings to protect its investment
in Barryroe, prior to receipt of the letter from DECC.
The Company has now advanced the engagement with external legal
counsel and has continued to pursue the steps required to move
towards arbitration to protect its investment in the Barryroe
Project. These discussions are already well advanced, and the
Company believes there is clear evidence of the DECC and the
Minister failing to act in a fair and equitable manner with the
Barryroe
Partners consistent with its obligations under Irish law and
also international law. Given Lansdowne is a UK domiciled Company
it expects to pursue its claim in international arbitration
pursuant to the investment protection regime established under the
Energy Charter Treaty to which both the Ireland and the United
Kingdom are signatories.
Lansdowne's legal advisors, Ashurst LLP, have initiated
arbitration proceedings under the Energy Charter Treaty by
submitting a letter giving notice pursuant to Article 26 (2) (c) of
the ECT requiring Ireland to participate in discussions with a view
to settling the dispute.
The Company's legal advisors, Ashurst LLP, received a letter
from the Irish State Solicitors office on 18 September 2023 in
response to the letters we had submitted. This letter denies
Lansdowne's claim that Ireland has breached the terms of the ECT
but indicates that they would be willing to give consideration to
proposals for a meeting with a representative of the Department of
the Environment, Climate and Communications.
Further updates will be made with respect to the legal process
as appropriate, along with more information on the claims sought by
Lansdowne in this matter.
Oil and gas project expenditures, including geological,
geophysical and seismic costs, are accumulated as intangible assets
prior to the determination of commercial reserves. In light of the
above, at 30 June 2023, the intangible assets of GBP16.4 million
and related decommissioning provision were fully impaired.
5. Shareholder loan
The shareholder loan of GBP1.11 million (30 June 2022: GBP1.05
million) relates to a senior secured loan note issued in 2015 to LC
Capital Master Fund Limited at a coupon rate of 5% and the loan is
repayable on 31 December 2023.
6. Copies of the Interim Report
Copies of the interim results can be obtained from the Company
Secretary, Lansdowne Oil & Gas plc, Paramount Court, Corrig
Road, Sandyford Business Park, Dublin 18 and from the Company's
website www.lansdowneoilandgas.com .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IR BRGDCXGDDGXR
(END) Dow Jones Newswires
September 28, 2023 02:00 ET (06:00 GMT)
Lansdowne Oil & Gas (LSE:LOGP)
過去 株価チャート
から 4 2024 まで 5 2024
Lansdowne Oil & Gas (LSE:LOGP)
過去 株価チャート
から 5 2023 まで 5 2024
