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

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