TIDMLOGP
RNS Number : 0407K
Lansdowne Oil & Gas plc
06 April 2018
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).
Lansdowne Oil & Gas plc
Placing to raise GBP900,000, conversion of Brandon Hill Capital
loan and partial Conversion of LC Capital Master Fund loan
6 April 2018
Lansdowne Oil & Gas plc ("Lansdowne" or the "Company") (AIM:
LOGP) is pleased to advise that it has placed 69,230,761 new
ordinary shares ("Placing Shares") with new and existing investors
(the "Placees") at a placing price of 1.3 pence per Placing Share
(the "Placing Price"), to raise GBP900,000 before costs. Brandon
Hill Capital acted as placing agent.
The proceeds of the Placing are to be used to:
-- meet the Company's share of Barryroe costs through to closing of the Farm-out in Q3 2018
-- fund the Company's on-going working capital requirements until mid-2019.
Brandon Hill Capital has also agreed to convert the outstanding
amount of their loan to the Company, amounting to GBP326,911
(including interest), into new ordinary shares at the Placing
Price.
In addition, LC Capital Master Fund, Ltd has agreed to convert
GBP680,000 of the senior secured loan (including associated
interest) issued to it by the Company in March 2015 into new
ordinary shares at the Placing Price, and extend the term of the
remaining amounts under the Loan Note to 30 June 2019.
The Placing
The Company proposes to raise gross proceeds of GBP900,000
before costs through the issue of the Placing Shares. The Placing
Shares will represent approximately 11.32 per cent of the enlarged
share capital of the Company (following the issue of the Placing
Shares, BHC Loan Shares and LC Loan Shares as defined below).
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 12 April 2018 ("Admission").
The Placing is conditional on, inter alia, Admission taking
place on 12 April 2018 or such other date as the Company and BHC
may agree.
The Loans
On 28 June 2017, the Company entered into a Loan Agreement with
Brandon Hill Capital Limited for GBP350,000("BHC Loan").
Brandon Hill Capital Limited has now agreed to convert the
amount currently outstanding into new ordinary shares at the
Placing Price. This will result in the issue of 25,146,999 new
ordinary shares to Brandon Hill Capital Limited. Of these,
16,153,846 new ordinary shares (the "BHC Loan Shares") will be
issued under the Company's existing authorities and 8,993,153 new
ordinary shares (the "Further BHC Loan Shares") shall be subject to
shareholder approval.
On 10 March 2015, the Company issued a senior secured Loan Note
to LC Capital Master Fund, Ltd (the "LC Loan"). LC Capital Master
Fund, Ltd has now agreed to convert GBP680,000 of the amount
currently outstanding into new ordinary shares at the Placing
Price. This will result in the issue of 52,307,692 million new
ordinary shares to LC Capital Master Fund Ltd. Of these, 16,153,846
new ordinary shares (the "LC Loan Shares") will be issued under the
Company's existing authorities and 36,153,846 new ordinary shares
(the "Further LC Loan Shares") shall be subject to shareholder
approval.
In addition, LC Capital Master Fund, Ltd has agreed to a further
extension of the term of the remaining LC Loan to 30 June 2019. The
remaining LC Loan carries no conversion rights. The total amount
outstanding under the LC Loan following this conversion (including
interest) will be GBP1,007,415.
The BHC Loan Shares and the LC Loan Shares will rank pari passu
with the existing ordinary shares in all respects. Application has
been made for the BHC Loan Shares and the LC 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 BHC
Loan Shares and the Further LC 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 BHC
Loan, the Company will also be granting the Company's placing
agents, Brandon Hill Capital, a total of 4,718,887 warrants to
subscribe for new ordinary shares in the Company at a price of 1.3
pence per share over a term of 3 years. The issue of these warrants
shall be subject to shareholder approval and will be exercisable
from the date of such approval.
Use of Proceeds
The purpose of the Placing is to raise proceeds sufficient to
fund the Company's share of costs on the Barryroe Licence through
to closing of the Farm-out which is expected to occur in Q3 2018
and for on-going working capital requirements to mid-2019.
Related Party Transactions
The conversion of the BHC Loan, the LC Loan, the extension of
the remaining LC Loan to 30 June 2019 and the granting of warrants
to Brandon Hill Capital Limited, are related party transactions
under the AIM Rules. The Independent Directors, who for this
purpose are Steve Boldy, Viscount Torrington, John
Aldersey-Williams and Jeffrey Auld, having consulted with the
Company's nominated adviser, consider 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")
on or around 1 May 2018 to approve the issue of the Further BHC
Loan Shares, the Further LC Loan Shares and the warrants and a
further announcement will be made on this in due course.
Total Voting Rights
Following admission of the Placing Shares, the BHC Loan Shares
and the LC Loan Shares, the Company will have in issue 611,702,847
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 611,702,847.
Subject to shareholder approval at the General Meeting,
following admission of the Further BHC Loan Shares and the Further
LC Loan Shares, the Company will have in issue 656,849,846 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
656,849,846.
Substantial Shareholders
Following admission of the Placing Shares, the BHC Loan Shares
and the LC Loan Shares:
-- Brandon Hill Capital Limited will be interested in 74,153,846
ordinary shares representing 12.12% of the Company's issued share
capital; and
-- LC Capital Master Fund, Ltd will be interested in 154,314,514
ordinary shares representing 25.23% of the Company's issued share
capital.
Subject to shareholder approval at the General Meeting,
following admission of the Further BHC Loan Shares and the Further
LC Loan Shares:
-- Brandon Hill Capital Limited will be interested in 83,146,999
ordinary shares representing 12.66% of the Company's issued share
capital; and
-- LC Capital Master Fund, Ltd will be interested in 190,468,360
ordinary shares representing 29.00% of the Company's issued share
capital.
Commenting on the news, Lansdowne Chairman Tim Torrington
said:
"Following the recent announcement of the Barryroe Farm-Out to
APEC and the Chinese Consortium we have moved quickly to put the
Company's finances on a firm footing and I would like to thank all
our existing and new shareholders for their support. I would
particularly like to acknowledge our major shareholders, LC Capital
and Brandon Hill Capital Limited for their support of the Company
through the difficult period caused by the decline in the oil
price.
With a clear pathway forward on Barryroe and continued
improvement in the oil price, we can now return to focus upon value
creation"
For further information please contact:
Lansdowne Oil & Gas plc
Steve Boldy +353 1 495 9259
Cantor Fitzgerald Europe
Nominated Adviser and Broker
David Porter +44 20 7894 7000
Nicholas Tulloch +44 131 257 4634
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is a North Celtic Sea
focussed, oil and gas exploration and appraisal company quoted on
the AIM market and head quartered in Dublin.
Lansdowne holds acreage in the North Celtic Sea Basin, including
a 20% stake in Exploration Licence SEL1/11 which contains the
Barryroe oil field.
For more information on Lansdowne, please refer to
www.lansdowneoilandgas.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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