REG - Lansdowne Oil & Gas - WRAP Retail Offer for up to £190,000

Lansdowne Oil & GasAnnouncement

Tue 16:45

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RNS Number : 1150D  Lansdowne Oil & Gas plc  05 May 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
LANSDOWNE OIL & GAS PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF LANSDOWNE OIL & GAS PLC).

 

 

5 May 2026

 

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

 

WRAP Retail Offer for up to £190,000

 

Lansdowne Oil & Gas plc (AIM: LOGP) is pleased to announce a retail offer
via the Winterflood Retail Access Platform ("WRAP") to raise up to £190,000
(the "WRAP Retail Offer") through the issue of new ordinary shares of £0.0005
par value in the capital of the Company ("Ordinary Shares").  Under the WRAP
Retail Offer up to 190,000,000 new Ordinary Shares (the "WRAP Retail Offer
Shares") will be made available at a price of 0.1 pence per share.

 

In addition to the WRAP Retail Offer and as announced on 30 April 2026, the
Company is also proposing a placing of new Ordinary Shares (the "Placing
Shares" and together with the WRAP Retail Offer Shares, the "New Ordinary
Shares") to raise  £1.9m (before expenses) (the "Placing") at a price of 0.1
pence per Placing Share (the "Placing Price"). The issue price of the WRAP
Retail Offer Shares is equal to the Placing Price.

 

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and use of proceeds.  The proceeds of
the WRAP Retail Offer will be utilised to meet the Company's working capital
requirements.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

 

The issue of the Retail Offer Shares is conditional upon, inter alia, the
passing of certain resolutions to be put to shareholders of Lansdowne Oil
& Gas at the Annual General Meeting, which is expected to be held at
 Howard Kennedy LLP, 1 London Bridge, London, SE1 9BG at 11.00 a.m. on 26 May
2026 Admission of the Retail Offer Shares is expected to occur no later than
8.00 a.m. on or around 27 May 2026

 

The WRAP Retail Offer and the Placing are conditional on the New Ordinary
Shares being admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the New Ordinary Shares
will commence at 8.00 a.m. on 27 May 2026

 

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer available to eligible
investors in the United Kingdom following release of this announcement, being
existing shareholders of Lansdowne Oil & Gas, and through certain
financial intermediaries.

 

Existing shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 5.00 p.m. on 8 May 2026.
Eligible shareholders should note that financial intermediaries may have
earlier closing times.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, prior to the release of this
announcement, shareholders in the Company which may include individuals aged
18 years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size and timings of the retail
offer at its discretion. The Company reserves the right to scale back any
order and to reject any application for subscription under the WRAP Retail
Offer without giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

The Company has published an MTF admission prospectus in compliance with the
requirements of the AIM Rules, and is issued in connection with the proposed
admission of Lansdowne Oil & Gas plc to AIM ("Admission Prospectus"). The
Admission Prospectus has not been prepared in accordance with the rules of the
Financial Conduct Authority ("FCA") for Admission to Trading on a Regulated
Market and its contents have not been approved by the FCA. The Admission
Prospectus will not be filed with or approved by the FCA or any other
government or regulatory authority in the UK.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

 

 Lansdowne Oil & Gas plc
 Steve Boldy

 SP Angel Corporate Finance LLP
 Stuart Gledhill                     020 3470 0470

 Charlie Bouverat

 Tavira Financial Ltd
 Oliver Stansfield                   020 3192 1739

 Jonathan Evans

 Winterflood Retail Access Platform
 Sophia Bechev                       WRAP@winterflood.com

 Kaitlan Billings                    020 3100 0214

 

 

Further information on the Company can be found on its website at
www.lansdowneoilandgas.com (http://www.lansdowneoilandgas.com)

 

The Company's LEI is 213800V994AL9RVAHG27

 

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement is an advertisement for the purposes of Rule 5-A.5 of the
MAR rules of the Financial Conduct Authority (The "FCA") and does not
constitute a prospectus. Investors should not purchase or subscribe for any
shares referred to in this communication except solely on the basis of the
information contained in an MTF Admission Prospectus in its final form
(together with any supplementary prospectus, if relevant) including the risk
factors set out therein, that has been published by the Company in connection
with the proposed offer of ordinary shares of the Company to (i) certain
institutional and professional investors, and (ii) retail investors in the
United Kingdom by WRAP through its network of retail brokers, wealth managers
and investment platforms. A copy of the MTF Admission Prospectus published by
the Company is available for inspection on the Company's website:
https://www.lansdowneoilandgas.com/portfolio-item/lansdowne-rto-admission-document/
(https://www.lansdowneoilandgas.com/portfolio-item/lansdowne-rto-admission-document/)

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction. This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Ordinary Shares in any
such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

SP Angel Corporate Finance LLP ("SP Angel") which is authorised and regulated
by the FCA in the United Kingdom, is acting Nominated Adviser to the Company
in connection with the Placing. SP Angel has not authorised the contents of,
or any part of, this announcement, and no liability whatsoever is accepted by
SP Angel for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information. The
responsibilities of SP Angel as the Company's Nominated Adviser under the
Market Rules for Companies and the Market Rules for Nominated Advisers are
owed solely to London Stock Exchange plc and are not owed to the Company or to
any director or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in reliance on
any part of this announcement, or otherwise.

 

Tavira Financial Limited ("Tavira") is authorised and regulated by the FCA in
the United Kingdom and is acting solely as broker and bookrunner exclusively
for the Company and no one else in connection with the Bookbuild and the
contents of this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to the
Bookbuild or the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Tavira by FSMA or the regulatory regime established
thereunder, Tavira accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the Bookbuild or the
contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. Tavira accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels

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