REG - Lansdowne Oil & Gas - Equity Placing

Lansdowne Oil & GasAnnouncement

20/07/2023 07:00

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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 £60,000. 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 £140,000, 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
(http://www.lansdowneoilandgas.com) .

 

 

 

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