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).
20 September 2024
Lansdowne Oil & Gas
plc
("Lansdowne" or the "Company")
Convertible Loan
Agreement
Lansdowne Oil & Gas plc ("Lansdowne" or
"the Company") is pleased to confirm that the Company has entered
into a Convertible Loan Agreement for GBP 95,000 (the "Loan"),
arranged by Tavira Financial Limited, the Company's joint broker,
with Directors of the Company and a number of existing
shareholders.
Lansdowne intends to use the funds to provide
working capital whilst discussions continue with potential funders
for Lansdowne's Energy Charter Treaty claim against Ireland and
work progresses towards a potential reverse takeover.
Trading in the Company's shares on AIM will
remain suspended until the completion of a reverse
takeover, which requires the publication of an admission document
and the approval of such a transaction at a General Meeting of the
Company, or the Company is readmitted to trading on AIM as an
investing company.
Loan
terms
The Loan is unsecured, carries no interest and
shall be converted into new ordinary shares of 0.01 pence each in
the Company ("New Ordinary Shares") at the time of completing a
reverse takeover and subject to shareholder approval for the
extension of share issuance authorities. The conversion price will
be the lower of 0.1 pence (being the share price at the time of
suspension on 21 March 2024), or a 20% discount price to the issue
price at the time of any issuance of shares alongside a future
reverse takeover.
Related Party
Subscription
Jeffrey Auld, Chairman of the Company, and
Stephen Boldy, Chief Executive, have each subscribed for £7,300 and
£6,000 respectively of Convertible Loan Notes on the same terms as
other investors (the "Related Party Subscription").
As Jeffrey Auld and Stephen Boldy are Directors
of the Company, they are considered to be Related Parties of the
Company as defined under the AIM Rules for Companies (the
"AIM Rules") and the
proposed Director Subscriptions set out above, are considered to be
Related Party Transactions pursuant to Rule 13 of the AIM
Rules.
The Director of the Company independent from
the Related Party Subscription, being Daniel McKeown, considers,
having consulted with the Company's Nominated Adviser, SP Angel
Corporate Finance LLP, that the proposed terms of the Related Party
Subscription are fair and reasonable insofar as the Company's
Shareholders are concerned.
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
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.
On 20 September 2023, Lansdowne
announced that, under AIM Rule 15, the Company had been designated
to be a cash shell. Accordingly, the shares of the Company
were suspended from trading on AIM as at 07.30 am on 21 March 2024
("Suspension").
For more information on Lansdowne, please refer
to www.lansdowneoilandgas.com.
NOTIFICATION AND PUBLIC DISCLOSURE
OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
AND PERSONS CLOSELY ASSOCIATED WITH THEM:
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Jeffrey Auld
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Non-Executive Chairman
|
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Lansdowne Oil & Gas
PLC
|
|
b)
|
LEI:
|
213800V994AL9RVAHG27
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary Shares of 0.01 pence
each
GB00B1250X28
|
|
b)
|
Nature of the
transaction:
|
Convertible Loan Note
Subscription
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
0.1 pence
(or 20% discount to a future RTO
fundraising if lower)
|
£7,300
|
|
|
d)
|
Aggregated information:
Aggregated volume:
Price:
|
Single transaction as in 4 c)
above
|
Price(s)
|
Volume(s)
|
|
0.1 pence
(or 20% discount to a future RTO
fundraising if lower)
|
£7,300
|
|
|
|
|
|
e)
|
Date of the transaction:
|
20 September 2024
07:30 BST
|
|
f)
|
Place of the transaction:
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Stephen Boldy
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Chief Executive
|
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Lansdowne Oil & Gas
PLC
|
|
b)
|
LEI:
|
213800V994AL9RVAHG27
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary Shares of 0.01 pence
each
GB00B1250X28
|
|
b)
|
Nature of the
transaction:
|
Convertible Loan Note
Subscription
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
0.1 pence
(or 20% discount to a future RTO
fundraising if lower)
|
£6,000
|
|
|
d)
|
Aggregated information:
Aggregated volume:
Price:
|
Single transaction as in 4 c)
above
|
Price(s)
|
Volume(s)
|
|
0.1 pence
(or 20% discount to a future RTO
fundraising if lower)
|
£6,000
|
|
|
|
|
|
e)
|
Date of the transaction:
|
20 September 2024
07:30 BST
|
|
f)
|
Place of the transaction:
|
Outside a trading venue
|