TIDMLOGP
RNS Number : 1341D
Lansdowne Oil & Gas plc
17 February 2020
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
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).
17 February 2020
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Equity Placing and
Conversion of Shareholder Loans
Lansdowne Oil & Gas plc (AIM: LOGP), the North Celtic Sea
focused, oil and gas company, is pleased to announce that it has
raised GBP488,000 by way of a placing of 81,333,333 new ordinary
shares of 0.1 pence each (the "Placing Shares") with existing
investors (the "Placees") at a placing price of 0.6 pence per
Placing Share (the "Placing Price") (the "Placing"). Brandon Hill
Capital Limited ("BHC") acted as broker.
The proceeds of the Placing will be used to meet the Company's
expected share of Barryroe costs and to fund the Company's ongoing
working capital requirements until the end of 2020.
BHC and LC Capital Targeted Opportunities Fund, L.P. ("LCCTOF")
have both also agreed to convert the outstanding amount of their
2019 loans to the Company, amounting to GBP155,605.48 (comprising
of GBP150,000 principal and GBP5,605.48 accrued interest) each,
into new ordinary shares at the Placing Price (together the "Loan
Conversions").
The Placing and Notable Subscriptions
The Company has raised gross proceeds of GBP488,000 through the
issue of the Placing Shares. The Placing Shares will represent
approximately 10.2% per cent of the enlarged share capital of the
Company (following the issue of the Placing Shares and the Initial
Loan Shares (as defined below)).
Oliver Stansfield and Neal Griffith, both Directors of BHC, the
Company's second largest shareholder, have agreed to each subscribe
on a pro rata basis to their current shareholdings in the Company,
being 3.01% and 3.91% respectively, representing a combined
investment of GBP34,600 for 5,766,667 Placing Shares.
The Placing Shares will rank pari passu with the existing
ordinary shares in all respects. Application has been made for the
Placing Shares to be admitted to trading on AIM and dealings are
expected to commence on 20 February 2020 ("Admission").
Tim Torrington, Non-Executive Chairman, intends to subscribe for
2,000,000 new ordinary shares, representing a subscription of
GBP12,000 (the "Director Subscription"), resulting in a total gross
fundraise of GBP500,000. Further details relating to the Director
Subscription are expected to be announced shortly.
The Loans
As previously announced on 25 June 2019, the Company entered
into loan agreements with BHC and LCCTOF for, in aggregate,
GBP300,000 (together, the "Shareholder Loans"). Since entering into
the agreements, all funds were drawn by the Company under the
Shareholder Loans.
BHC and LCCTOF have agreed to convert the amount currently
outstanding under the Shareholder Loans into new ordinary shares at
the Placing Price. This will result in the issue of 25,934,246 new
ordinary shares to each of BHC and LCCTOF. Of these, 49,736,666 new
ordinary shares (the "Initial Loan Shares") will be issued under
the Company's existing authorities and 2,131,826 new ordinary
shares (the "Further Loan Shares") will be subject to shareholder
approval.
The Initial Loan Shares will rank pari passu with the existing
ordinary shares in all respects. Application has been made for the
Initial Loan Shares to be admitted to trading on AIM and dealings
are expected to commence on Admission.
Conditional upon the passing of the necessary shareholder
resolutions to approve the allotment and issue of the Further Loan
Shares, such ordinary shares will rank pari passu with the then
existing ordinary shares in all respects and application will be
made for admission to trading of such ordinary shares on AIM. A
further announcement will be made in due course.
Warrants
In connection with the Placing and the conversion of the
Shareholder Loans, the Company will also grant a total of
137,368,491 warrants, on a one warrant per Placing or Loan Share
basis, to subscribe for new ordinary shares in the Company at a
price of 1.2 pence per share, with an expiry of 31 December 2020.
The issue of these warrants will be subject to shareholder approval
and they will be exercisable from the date of such approval. In the
event all of the warrants are exercised before their expiry at year
end, the Company would receive a further GBP1.65 million in
cash.
Use of Proceeds
The proceeds of the Placing are expected to be sufficient to
fund the Company's share of costs on the Barryroe Licence and for
on-going working capital requirements to the end of 2020.
Related Party Transactions
BHC and LC Capital & Affiliates, as substantial shareholders
of the Company, are considered to be "related parties" as defined
under the AIM Rules and accordingly, the Loan Conversions and grant
of associated warrants constitutes a related party transaction for
the purposes of Rule 13 of the AIM Rules ("Related Party
Transaction").
Similarly, given their role as Directors of BHC, the
participation of Oliver Stansfield and Neal Griffith in the Placing
on a pro rata basis to their existing shareholdings is considered
to be a Related Party Transaction.
The Directors independent of the Placing, Loan Conversions and
grant of warrants, who for this purpose are Steve Boldy, John
Aldersey-Williams and Jeffrey Auld, consider, having consulted with
the Company's nominated adviser, SP Angel Corporate Finance LLP,
that these transactions are fair and reasonable insofar as the
Company's shareholders are concerned.
General Meeting
The Company will call a general meeting (the "General Meeting")
to be held on or around 18 March 2020 to approve the issue of the
Further Loan Shares and the warrants and a further announcement
will be made in relation to matter this in due course.
Total Voting Rights
Following admission of the Placing Shares and the Initial Loan
Shares, the Company will have in issue 796,419,845 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
796,419,845.
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.
Substantial Shareholders
Following admission of the Placing Shares and the Initial Loan
Shares:
-- Brandon Hill Capital Limited and Directors of BHC will be
collectively interested in 168,630,644 ordinary shares representing
21.17% of the Company's issued share capital; and
-- LC Capital & Affiliates will be interested in 215,336,693
ordinary shares representing 27.04% of the Company's issued share
capital.
Further to the intended Director Subscription and subject to
shareholder approval at the General Meeting, following admission of
the Further Loan Shares:
-- BHC will be interested in 169,696,557 ordinary shares
representing 21.20% of the Company's issued share capital; and
-- LC Capital & Affiliates will be interested in 216,402,606
ordinary shares representing 27.03% of the Company's issued share
capital.
Tim Torrington, Non-Executive Chairman of Lansdowne,
commented:
"The Placing and Loan Conversions provide funding for the
Company to the end of 2020. During this period the Company will
continue with its ongoing farm-out campaign on Barryroe, with a
number of parties currently active in the data room, and it is the
Board's target to complete a farm-out deal within the next six
months.
"The Company can also report that in addition to the traditional
farm-out discussions, interest is also being shown in the potential
to combine a Barryroe development with carbon sequestration,
utilising existing infrastructure, which is an exciting
concept.
"I would like to thank all our existing shareholders for their
support and patience they have shown. The Board remains steadfast
in its belief of the significant potential of Barryroe and is
focused on unlocking the inherent value within Lansdowne. With
existing 2C resources of 69MMboe (and additional exploration
potential), the Company is trading at a valuation of less than
US$0.08 per contingent resource barrel. Accordingly, we believe
there is the scope for a significant re-rating of the Company
valuation upon any positive operational developments."
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
Stephen Wong
Brandon Hill Capital +44 (0) 20 3463 5061
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 .
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.
END
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