TIDMLOGP
RNS Number : 5917G
Lansdowne Oil & Gas plc
20 July 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).
20 July 2023
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Equity Placing
Lansdowne Oil & Gas plc (AIM: LOGP), the North Celtic Sea
focused oil and gas company, is pleased to announce that it has
placed:
-- 60,000,000 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
-- 140,000,000 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 resolutions 6 and 7 (the "Resolutions") at the
forthcoming annual general meeting of the Company to be held at the
offices of Pinsent Masons, 30 Crown Place, Earl Street, London EC2A
4ES on 09 August 2023 at 12 noon, notice of which was posted on 30
June 2023 (the "AGM"),
in each case, at a placing price of 0.1 pence per Placing Share
(the "Placing Price") (the "Placing"). Tavira Financial Limited
("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 October
2023.
Company Update
Following the refusal to award a Lease Undertaking for the
Barryroe oil and gas field in May 2023, Lansdowne's legal advisors,
Ashurst LLP, submitted a letter on 19 June 2023 to Ireland giving
notice pursuant to Article 26(2)(c) of the Energy Charter Treaty,
requiring Ireland to participate in discussions with a view to
settling the dispute within three months of the date of such notice
.
The placing funds are expected to provide working capital beyond
this three-month period and, during this time, Lansdowne will
advance discussions with external litigation funders, many of whom
have already approached the Company.
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 14 September 2022.
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 25 July 2023. The placing of the Firm Placing Shares will
raise, in aggregate, gross proceeds of GBP60,000. The Firm Placing
Shares will represent approximately 5.69 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 GBP140,000, is conditional upon, inter
alia, the passing of the Resolutions at the AGM, and admission of
the Conditional Placing Shares to trading on AIM, which is expected
to occur on or around 10 August 2023. The Conditional Placing
Shares will represent approximately 11.73 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 and LC are also proposing to agree to a
specific amendment to the terms of the LC Warrant Instrument to
provide for the LC Warrants being granted on admission of the
Conditional Placing Shares to trading on AIM.
Following the issue of the LC Warrants, LC will hold 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.
The Broker Warrants and the LC 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.
Use of Proceeds
The proceeds of the Placing are expected to be sufficient to
fund the Company's working capital requirements through to the end
of October 2023, whilst progressing litigation under the terms of
the Energy Charter Treaty.
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 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 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 Warrant Amendments are fair and
reasonable insofar as the Company's Shareholders are concerned.
These amendments are expected to be formally agreed later today, a
further announcement will be made to confirm once this has become
effective.
Total Voting Rights
Following admission of the Firm Placing Shares, the Company will
have in issue 1,053,618,337 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 1,053,618,337.
Following admission of the Conditional Placing Shares, the
Company will have in issue 1,193,618,337 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
1,193,618,337.
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 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 .
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