TIDMLOGP
RNS Number : 9569V
Lansdowne Oil & Gas plc
07 December 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).
7 December 2023
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Firm and Conditional Placing to raise GBP200,000
Lansdowne Oil & Gas plc (AIM: LOGP), is pleased to announce
that it has placed:
-- 40,000,000 new ordinary shares of 0.1 pence each (the "Firm
Placing Shares"), conditional on admission of the Firm Placing
Shares to trading on AIM (but not, for the avoidance of doubt,
conditional upon the issue of the Conditional Placing Shares);
and
-- 160,000,000 new ordinary shares of 0.1 pence each (the
"Conditional Placing Shares" and, together with the Firm Placing
Shares, the "Placing Shares"), conditional on, inter alia, the
passing of certain resolutions (the "Resolutions") at the
forthcoming general meeting of the Company to be held at the
offices of Tavira Financial Limited, 13(th) Floor, 88 Wood Street,
London EC2V at 10 a.m., on 29 December 2023 (the "GM"),
in each case, at a placing price of 0.1 pence per Placing Share
(the "Placing Price") (the "Placing"). Tavira Financial Limited ("
"Tavira" or "TFL") acted as broker to the Placing.
The proceeds of the Placing will be used to meet the Company's
expected working capital requirements through to the end of June
2024.
Company Update
As previously reported the Company is currently looking to
defend its rights through arbitration under the Energy Charter
Treaty in respect of the Barryroe Lease Undertaking
Application.
On 18 September 2023 the Company announced it had received a
letter from the Irish State Solicitors Office indicated that a
representative of the DECC would be prepared to meet with the
Company. The Company has responded seeking to set up such a
meeting, but this has yet to be arranged.
Accordingly, the Company is continuing discussions with
potential litigation funders with a view to their appointment ahead
of pursuing damages from the Irish Government for breach of terms
under the Energy Charter Treaty. Proceeds from the Placing will
enable the Company to progress these discussions and updates will
be provided as appropriate. The balance of the proceeds will be
applied to general working capital and ensure the Company can
remain a going concern until the end of June 2024, by which point
the Company expects to have made substantial progress in these
endeavours.
As announced on 20 September 2023, the Company has been
designated as an AIM Rule 15 Cash Shell with effect from that date.
As an AIM Rule 15 Cash Shell, the Company is required to make an
acquisition, or acquisitions, which constitutes a reverse takeover
under Rule 14 of the AIM Rules (including seeking re-admission
under the AIM Rules) within six months of 20 September 2023. In the
event that the Company does not complete a reverse takeover under
AIM Rule 14 by 20 March 2024 or seek re-admission to trading on AIM
as an investing company (either being a "Re-admission
Transaction"), the Company's ordinary shares would be suspended
from trading pursuant to Rule 40 of the AIM Rules. Thereafter, if a
Re-admission Transaction has not been completed within a further
six-month period, admission to trading on AIM of the Company's
ordinary shares would be cancelled.
The Firm Placing
The Firm Placing Shares will be issued pursuant to the Company's
existing share allotment and pre-emption disapplication authorities
granted to the directors by shareholders at the annual general
meeting of the Company held on 9 August 2023.
Application has been made for the Firm Placing Shares to be
admitted to trading on AIM and dealings are expected to commence on
or around 8.00 a.m. on 12 December 2023. The placing of the Firm
Placing Shares will raise, in aggregate, gross proceeds of
GBP40,000. The Firm Placing Shares will represent approximately 3
per cent of the enlarged share capital of the Company (following
the issue of the Firm Placing Shares).
The Conditional Placing
As the Company will have utilised all of the directors' existing
authority to allot shares for cash on a non pre-emptive basis
following admission of the Firm Placing Shares, the proposed
placing of the Conditional Placing Shares to raise, in aggregate,
gross proceeds of a further GBP160,000, is conditional upon, inter
alia, the passing of the Resolutions at a GM, and admission of the
Conditional Placing Shares to trading on AIM, which is expected to
occur on or around 2 January 2023. The Conditional Placing Shares
will represent approximately 8 per cent of the enlarged share
capital of the Company (following the issue of the Conditional
Placing Shares).
The Placing Shares, when issued, will rank pari passu with the
existing ordinary shares of the Company in all respects.
Warrants
In association with the Placing, 10 ,000,000 warrants ("Broker
Warrants") will be granted to TFL, 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") will be granted
to LC Capital Targeted Opportunities Fund, LP ("LC") in accordance
with the provisions of LC's warrant instrument, the terms of which
have been previously announced on 31 December 2021 (the "LC Warrant
Instrument").
The Company is required to issue 1,192,000 LC Warrants over
unissued Ordinary Shares in connection with the Firm Placing and a
further 3,278,000 LC Warrants over unissued New Ordinary Shares in
connection with the Conditional Placing, conditional upon Firm
Placing Admission and Admission, respectively.
Following the issue of the LC Warrants, LC will hold an
aggregate 41,529,826 warrants over ordinary shares at a strike
price of 0.1 pence per share pursuant to the existing terms of the
LC Warrant Instrument.
The Broker Warrants will not be granted until the issue of the
Conditional Placing Shares and as such are conditional upon, inter
alia, the passing of the Resolutions.
LC Loan Agreement Extension
The Company has entered into an agreement with LC Capital Master
Fund to extend the repayment date of its outstanding loan (the
"Loan") currently due for repayment on 31 December 2023 to 30 June
2024 (the "Loan Extension"). The amount of the Loan on 31 December
2023 is expected to be GBP1,132,797.
The Company has entered into an agreement with LC Capital to
extend the repayment date of the outstanding Loan, which is
currently due for repayment on 31 December 2023.
Further, as part of LC Capital's agreement to the Loan
Extension, the Company has agreed to certain amendments to the LC
Warrant Instrument.
The foregoing arrangements provide that:
-- the repayment date of the Loan will be extended to 30 June 2024; and
-- the exercise period for all of the warrants granted under the
LC Warrant Instrument (including the LC Warrants) has been extended
to now expire on 30 June 2024 (the "Maturity Date"), in line with
the Loan Extension; and
-- as a result of the Maturity Date being extended, the
provisions of the LC Warrant Instrument, which provided for the
warrants granted under the LC Warrant Instrument being adjusted in
the event of the Company completing any equity fundraising(s) prior
to 31 December 2023 (an "Equity Fundraising") will apply in respect
of any Equity Fundraising completed prior to 30 June 2024.
All other terms of the Loan, which include a coupon of 5 per
cent. per annum, remain unchanged.
Related Party Transaction
As LC is a substantial shareholder in the Company as defined
under the AIM Rules for Companies (the "AIM Rules"), it is
considered to be a Related Party of the Company as defined under
the AIM Rules and the proposed LC Loan Agreement Extension and
amendments to the LC Warrants (the "Warrant Amendments") set out
above, are considered to be a Related Party Transaction pursuant to
Rule 13 of the AIM Rules.
The Directors of the Company independent from the LC Loan
Agreement Extension and Warrant Amendments, being the full Board,
consider, having consulted with the Company's Nominated Adviser, SP
Angel Corporate Finance LLP, that the proposed terms of the LC Loan
Agreement Extension and Warrant Amendments are fair and reasonable
insofar as the Company's Shareholders are concerned.
3. Background to and reasons for the Share Capital
Reorganisation
The Directors wish to have the flexibility to issue shares in
the future and on the basis that the Placing is being priced at
0.1p, being the existing nominal value of the Ordinary Shares, it
is not inconceivable that the Company may require to complete a
future equity fundraising (a "Potential Fundraising") whilst it
continues to pursue a positive outcome from arbitration proceedings
with respect to Barryroe. Accordingly, the Board believes that it
is prudent to carry out the Share Capital Reorganisation, which
will ultimately have the effect of reducing the nominal value of
each Ordinary Share to 0.01p, to avoid a contravention of the
relevant provisions of the Act in the event that the Directors
resolve to proceed with a Potential Fundraising at the relevant
time.
It is proposed that the Share Capital Reorganisation be effected
by each Ordinary Share being sub-divided and converted into one New
Ordinary Share of GBP0.0001 and one Deferred Share of GBP0.0009.
The New Ordinary Shares will continue to carry the same rights as
are attached to the Ordinary Shares.
To give effect to the Share Capital Reorganisation the Company's
existing articles of association will need to be amended to make
changes to allow for the creation of the Deferred Shares. These
amendments (in the form of the New Articles) will also require
Shareholders' approval at the General Meeting.
The rights of the Deferred Shares will be minimal, and will be
identical to those attached to the Existing Deferred Shares,
thereby rendering the Deferred Shares effectively valueless, and
can be summarised as follows:
-- they will not entitle holders to receive any dividend or
other distribution or to receive notice or speak or vote at general
meetings of the Company;
-- they will have no rights to participate in a return of assets on a winding up;
-- they will not be freely transferable unless the Board, acting
in its absolute discretion, has approved such transfer;
-- the creation and issue of further shares will rank equally or
in priority to the Deferred Shares;
-- the passing of a resolution of the Company to cancel the
Deferred Shares or to effect a reduction of capital shall not
constitute a modification or abrogation of their rights; and
-- the Company shall have the right at any time to purchase all
of the Deferred Shares for an aggregate consideration of 1
pence.
The Deferred Shares will not be listed or traded on AIM and no
share certificates will be issued in respect of the Deferred
Shares, nor will CREST accounts of Shareholders be credited in
respect of any entitlement to Deferred Shares.
No new share certificates will be issued following the Share
Capital Reorganisation and CREST accounts will not be credited as
Shareholders' total shareholdings will not change.
A copy of the proposed New Articles is available from the
Company Secretary on request.
Subject to the relevant Resolutions being passed, dealings in
the Ordinary Shares will cease at the close of business on the date
of the General Meeting and dealings in the New Ordinary Shares are
expected to commence at 8.00 a.m. on 2 January 2024.
General Meeting
A notice convening the General Meeting to be held at the offices
of Tavira, 13th Floor, 88 Wood Street, London EC2V 7DA on 29
December 2023 at 10.00 a.m. will be posted in the forthcoming days
and shall be available on the Company's website. A further
announcement will follow once the circular is posted.
Expected Timetable of Principal Events
Admission of Firm Placing Shares 8.a.m. 12 December 2023
General Meeting 10 a.m. 29 December 2023
Admission of Conditional Placing Shares to trading on AIM 8 a.m. 2 January 2024
Effective Change in Nominal Value 8 a.m. 2 January 2024
Total Voting Rights
Following admission of the Firm Placing Shares, the Company will
have in issue 1,233,618,337 ordinary shares of 0.1 pence each. No
ordinary shares are held in treasury. Therefore, the total number
of voting rights in the Company will be 1,233,618,337.
No ordinary shares are held in treasury. Therefore, the total
number of voting rights in the Company will be 1,233,618,337.
The above total current voting rights number is the figure which
may be used by shareholders as the denominator for the calculation
by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the
FCA's Disclosure Guidance and Transparency Rules.
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
Charlie Bouverat
Tavira Financial Limited +44 (0) 20 3192 1739
Joint Broker
Oliver Stansfield
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is an oil and gas exploration
and appraisal company, focused on the North Celtic Sea and quoted
on the AIM market and head quartered in Dublin.
In May 2023 the application for a Lease Undertaking for the
Barryroe Field, in which Lansdowne held a 20% interest, was refused
by the Irish Department of the Environment, Climate and
Communications.
In June 2023 Lansdowne announced the commencement of action
under the Arbitration Process of the Energy Charter Treaty.
Since 20 September 2023, Lansdowne has been designated a
"Cash-Shell" under AIM Rule 15.
For more information on Lansdowne, please refer to
www.lansdowneoilandgas.com .
Appendix: Definitions
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the Conditional Placing Shares
to trading on AIM becoming effective in
accordance with rule 6 of the AIM Rules;
--------------------------------------------------
"AIM" the market of that name operated by London
Stock Exchange PLC;
--------------------------------------------------
"AIM Rule 15 Cash Shell" means a Company designated as an AIM Rule
15 cash shell pursuant to Rule 15 of the
AIM Rules;
--------------------------------------------------
"AIM Rules" the rules for AIM companies and their
AIM advisers, as published from time to
time by the London Stock Exchange in relation
to AIM traded securities;
--------------------------------------------------
"Barryroe" the Barryroe oil and gas field which was
held under standard exploration licence
1/11;
--------------------------------------------------
"Broker Warrants" the 10,000,000 warrants over New Ordinary
Shares to be granted to Tavira in connection
with the Placing, conditional on Admission;
--------------------------------------------------
"Company" Lansdowne Oil & Gas PLC, registered in
England and Wales with company number
5662495;
--------------------------------------------------
"Conditional Placing" the conditional placing by Tavira, as
agent of and on behalf of the Company,
of the Conditional Placing Shares at the
Issue Price;
--------------------------------------------------
"Conditional Placing the 160,000,000 New Ordinary Shares to
Shares" be issued pursuant to the Conditional
Placing;
--------------------------------------------------
"CREST" the computerised settlement system (as
defined in the CREST Regulations) operated
by Euroclear UK & International Limited
which facilitates the transfer of title
to shares in uncertificated form;
--------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and any
applicable rules made under those regulations
or any such enactment or subordinate legislation
for the time being in force;
--------------------------------------------------
"DECC" the Department of the Environment, Climate
and Communications;
--------------------------------------------------
"Deferred Shares" the deferred A shares of GBP0.0009 each
in the capital of the Company, to be created
pursuant to the Share Capital Reorganisation,
and having the rights summarized in paragraph
3 of the Chairman's Letter;
--------------------------------------------------
"Directors" or "Board" the directors of the Company, whose names
are set out on page 10 of this document;
--------------------------------------------------
"Existing Deferred the 161,741,795 deferred shares of GBP0.049
Shares" each in the capital of the Company in
issue on the Latest Practicable Date;
--------------------------------------------------
"Firm Placing" the conditional placing by Tavira, as
agent of and on behalf of the Company,
of the Firm Placing Shares at the Issue
Price;
--------------------------------------------------
"Firm Placing Admission" admission of the Firm Placing Shares to
trading on AIM becoming effective in accordance
with rule 6 of the AIM Rules;
--------------------------------------------------
"Firm Placing Shares" the 40,000,000 Ordinary Shares to be issued
pursuant to the Firm Placing;
--------------------------------------------------
"Form of Proxy" the form of proxy accompanying this document
for use by Shareholders in connection
with the General Meeting;
--------------------------------------------------
"General Meeting" the general meeting of the Shareholders
of the Company convened pursuant to the
notice of General Meeting set out at the
end of this document, at which the Resolutions
will be proposed, and any adjournment
of such General Meeting;
--------------------------------------------------
"Issue Price" 0.1 pence per Placing Share;
--------------------------------------------------
"Latest Practicable 6 December 2023, being the latest practicable
Date" date before the date of this announcement
--------------------------------------------------
"LC Capital" LC Capital Master Fund, Ltd, a limited
liability company incorporated in the
Cayman Islands with its permanent residence
at Queensgate House, South Church Street,
Georgetown, Grand Cayman;
--------------------------------------------------
"LC Warrants" means the warrants over Ordinary Shares
and New Ordinary Shares to be granted
to LCTOF, as more particularly described
in paragraph 2 of the Chairman's letter;
--------------------------------------------------
"LCTOF" means LC Capital Targeted Opportunities
Fund, LP;
--------------------------------------------------
"London Stock Exchange" London Stock Exchange PLC;
--------------------------------------------------
"New Articles" the new articles of association of the
Company to be adopted pursuant to the
Resolutions, details of amendments made
against the Company's existing articles
of association being set out in paragraph
3 of the Chairman's Letter;
--------------------------------------------------
"New Ordinary Shares" the new ordinary shares of GBP0.0001 each
to be created pursuant to the Share Capital
Reorganisation;
--------------------------------------------------
"Ordinary Shares" the existing ordinary shares of GBP0.001
each in the capital of the Company;
--------------------------------------------------
"Placing" the Conditional Placing and the Firm Placing;
--------------------------------------------------
"Placing Shares" the Conditional Placing Shares and the
Firm Placing Shares;
--------------------------------------------------
"Resolutions" the resolutions set out in the notice
of General Meeting (set out at the end
of this document);
--------------------------------------------------
"Share Capital Reorganisation" the proposed reorganisation of the share
capital of the Company as described in
paragraph 3 of the Chairman's Letter;
and
--------------------------------------------------
"Shareholders" the holders of Ordinary Shares from time
to time;
--------------------------------------------------
"Tavira" or "TFL" Tavira Financial Limited, registered in
England and Wales with company number
05471230 and having its registered office
at 13th Floor, 88 Wood Street, London,
EC2V 7DA; and
--------------------------------------------------
"UK" the United Kingdom of Great Britain and
Northern Ireland.
--------------------------------------------------
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
IOEDXBDDUBGDGXL
(END) Dow Jones Newswires
December 07, 2023 02:00 ET (07:00 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
