Placing Announcement

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 £900,000, 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 £900,000 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 £326,911 (including interest), into new ordinary shares at the Placing Price.

In addition, LC Capital Master Fund, Ltd has agreed to convert £680,000 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 £900,000 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 £350,000("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 £680,000 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 £1,007,415.

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                       [phone] 

Cantor Fitzgerald Europe

Nominated Adviser and Broker

David Porter                      [phone]

Nicholas Tulloch               [phone]

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

 

END

 

 

IOEEAFLSESLPEAF