Open Offer, etc
LEPCO plc
30 May 2001
LEPCO plc ('the Company')
EMBARGOED for 7.01am 30/05/01
UNDERWRITTEN OPEN OFFER AND BOARD CHANGES:
SHARES RESTORED TO TRADING
LEPCO plc, the AIM traded oil & gas company, announces an underwritten 5 for 2
Open Offer at 4p per share to raise £990,000 before expenses, a short-term
loan Facility and proposed Board changes. The Open Offer is fully
underwritten.
Chairman, Peter Bassett, welcomed 'the re-commencement of trading in the
Company's shares. We have made sure that existing shareholders will be able to
participate in the future plans of the Company with the strengthened
management team'.
SUMMARY:
* Underwritten 5 for 2 Open Offer at 4 pence per New Share to raise £
990,000 before expenses, with full clawback to existing shareholders.
* New Shares will carry one Warrant to buy one further Ordinary Share
within 2 years from Admission at 6p per Share, which would, if fully
converted, raise a further £1,485,000.
* Short-term working capital loan Facility put in place for £50,000, with
up to a further £250,000 after the circular setting out the proposed
transactions is posted to shareholders. A Standby Facility of up to a
further £300,000 is available.
* Three new directors will be appointed broadening the skills and
resources available to the Company.
* Strategy will be to grow the Company both in the UK and internationally,
initially by establishing a cash flow from producing oil and gas assets.
* The Shares have been restored to trading today and a circular to
shareholders is to be posted as soon as practicable.
LEPCO PLC: OPEN OFFER, NEW DIRECTORS AND SHARES RESTORED TO TRADING
5 for 2 Open Offer to raise £990,000
Park Resources Limited ('Park'), has, subject inter alia to the granting of a
'whitewash', (which is required since Endeavour Oil & Gas Limited Partnership
('Endeavour') and its concert parties could come to hold 30 per cent. or more
of the Company) underwritten a 5 for 2 Open Offer by the Company to raise £
990,000 at 4 pence per share, with full clawback available to existing
shareholders. Park is the general partner of Endeavour, which is the largest
shareholder in the Company with 18.2% of the issued share capital. One warrant
for each New Share will be issued and will entitle the holder to subscribe for
one further ordinary share at 6 pence per Share for two years from Admission
of the New Shares. The Company will need to restructure its share capital
dividing its existing 10p par ordinary shares into 1 New ordinary Share of 1p
par and 1 new deferred share of 9p par. The refinancing, including the share
reorganisation, are subject to shareholder approval. In addition to Endeavour,
the directors, who own 20.2% of the issued share capital, have given
irrevocable undertakings to vote in favour of the necessary resolutions at the
forthcoming Extraordinary General Meeting.
The Loan Facility
To fund the Company's immediate requirements, Park has granted a Facility to
the Company to lend it up to £300,000, repayable from the proceeds of the Open
Offer. Up to £50,000 can be drawn now, with the remainder after the issue of
the circular, for certain permitted expenses. A Standby Facility of up to a
further £300,000 has also been made available.
The New Board
On Admission of the New Shares, Mr Harry Wilson will be appointed as Chairman
and Mr Richard O'Toole and Mr Graeme Thomson will be appointed as
non-executive Directors. The three incoming directors, who have worked
together over the last decade, have wide experience in the oil and gas
industry worldwide and will expand the technical, commercial and financial
resources available to the Company.
Peter Bassett, currently non-executive Chairman, together with Prof. Audrey
Lees and Jimmy West will resign from the Board on Admission. Peter Wilde,
Managing Director, will then become a non-executive director and Dr Liz Butler
will remain on the Board as a non-executive director.
Focus and Strategy
LEPCO will continue to develop its UK and Dutch exploration assets and will
also seek opportunities to establish a profitable cash flow from oil and gas
production. In the UK, discussions are ongoing regarding the potential to
develop the offshore gas licence on Block 47/9c.
DNO transaction
On 20 April 2001, the Company announced that negotiations concerning the
proposed acquisition of assets in Yemen previously announced in October 2000,
had been terminated. During negotiations with DNO, the terms of the proposed
transaction changed substantively and ultimately DNO withdrew from the deal
when it became apparent that major shareholders in the Company would not
support the revised transaction. In accordance with the terms of the £250,000
Term Loan Facility with DNO, the Company has given notice to DNO that as it
was unable to repay in cash any part of the loan together with accrued
interest on the repayment date of 30 April 2000 and that it has elected to
repay the loan through the allotment of ordinary shares to DNO, as provided
for in the terms of that Term Loan Facility. DNO has notified the Company that
LEPCO is, in DNO's opinion, in default under the Term Loan Facility and has
called for repayment in cash no later than 6th June 2001. The Company disputes
this and accordingly the Directors will seek authority from shareholders to
enable them to allot the necessary shares to satisfy the Term Loan Facility.
Circular to Shareholders
A circular to shareholders will be sent as soon as practicable, which will
include a notice convening an EGM setting out full details of the various
proposed resolutions.
Shares Restored to Trading
Trading in the Company's shares on AIM was suspended on 26 October 2000
pending the acquisition of the assets in Yemen. When it was announced that the
DNO transaction would not proceed, the suspension of trading in the Company's
shares was continued pending clarification of the uncertain financial position
of the Company. As a result of the implementation of the above proposals, the
Company will have adequate working capital for its current requirements, being
for a period of at least 12 months. Accordingly the directors requested the
restoration of trading in the Company's shares this morning.
For further information please contact:
Peter Wilde, LEPCO plc : 0207 233 5245
Harry Wilson : 01582 460661
Chris Callaway, Beeson Gregory : 0207 488 4040