Equity Placing

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	[phone]
Steve Boldy
SP Angel Corporate Finance LLP	[phone]
Nominated Adviser and Joint Broker
Stuart Gledhill
Richard Hail Charlie Bouverat
Tavira Financial Limited	[phone]
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.

 

END