Issue of Equity
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Placing of 20,000,000 new Ordinary Shares to raise approximately £5 million and conversion of loans
Highlights
· Placing for cash to raise £5 million
· Loan conversion strengthens balance sheet
· Extensive seismic programme announced
Placing and Use of Proceeds
Lansdowne, the oil and gas exploration company with a focus on the North Sea Celtic Basin, today announces that it has conditionally raised £5 million before expenses, by the placing (the "Placing") for cash of 20,000,000 new ordinary shares of £0.05 each ("Ordinary Shares") (the "Placing Shares") at 25 pence per Ordinary Share (the "Issue Price").
Since admission of the Ordinary Shares to trading on AIM in April 2006, Lansdowne has secured a strategic and balanced portfolio of oil discoveries, low and moderate risk gas prospects near existing infrastructure and moderate risk oil prospects. The Company is focussed on the underexplored North Celtic Sea Basin which has proven petroleum systems in place for both oil and gas.
The Company intends to use the net proceeds of the Placing to pay its share of the cost of a 3D seismic survey over the Barryroe Licence area. To this end, Providence, the operator, has on behalf of itself and its partners in the Barryroe Licence, signed a contract with Polarcus Limited for a 3D seismic survey which will commence in June this year and is expected to run for approximately 15 days. The Company intends to utilise the data produced to determine potential well sites for drilling an appraisal well.
Also in the summer of this year, the Company intends to procure further 3D seismic surveys over the Rosscarbery, Amergin and Midleton prospects, covering an aggregate area of approximately 300 km². As with the Barryroe Licence area, the Company will seek to use the data produced to define potential drilling locations and to mount a farm-out campaign.
The remainder of the net proceeds of the Placing will be used by the Company for licence rentals and for general overheads and working capital.
Directors' Shareholdings
Certain of the Company's directors (the "Directors") and their connected persons will be participating in the Placing. Stephen Boldy will be subscribing for 20,000 Placing Shares and will be interested in 52,660 Ordinary Shares following admission of the New Ordinary Shares (as defined below) to trading on AIM ("Admission"). Viscount Torrington will be subscribing for 100,000 Placing Shares and will be interested in 105,880 shares following Admission.
In addition, LC Capital Master Fund, Ltd ("LC Capital") is subscribing for 2,092,652 Placing Shares in the Placing. Following Admission, Steven Lampe will have a non beneficial interest in 23,330,236 Ordinary Shares, representing 28.63% of the Company's enlarged issued share capital, held by LC Capital and Lampe Conway and Co. LLC. Steven Lampe is a managing member of Lampe Conway and Co. LLC, which is the investment manager of LC Capital.
Loan Conversion
The Directors today announce that they have conditionally agreed to convert (i) part of the amount outstanding in respect of a loan provided to the Company by LC Capital (the "LC Capital Loan"); and (ii) the full amount of a loan provided to the Company by SeaEnergy PLC (the "SeaEnergy Loan"), by the issue of 7,791,743 new Ordinary Shares (the "Loan Conversion Shares" and, together with the Placing Shares, the "New Ordinary Shares") at the Issue Price (the "Loan Conversion").
The remainder of the LC Capital Loan, amounting to £248,396 at the date of this announcement, including accrued interest, will remain outstanding and LC Capital has agreed to extend the date of maturity of the LC Capital Loan to 8 July 2011.
Related Party Transaction
Conversion of part of the LC Loan and the full amount of the SeaEnergy Loan into Ordinary Shares, and the subscription for Placing Shares by LC Capital are considered related party transactions pursuant to the AIM Rules for Companies because LC Capital and Ramco Hibernia Limited (a wholly owned subsidiary of SeaEnergy PLC) are substantial shareholders in the Company.
Steven Lampe is a managing member of Lampe Conway and Co. LLC, the investment manager of LC Capital. Steven Bertram and Christopher Moar are both directors of Ramco Hibernia Limited and SeaEnergy PLC. Accordingly, Steven Lampe, Steven Bertram and Christopher Moar are deemed involved in the related party transactions.
The independent Directors, namely John Greenall, Dr. Stephen Boldy, Emmet Brown and Viscount Torrington, having consulted with the Company's nominated adviser, finnCap, consider that the terms of the Loan Conversion and the subscription for Placing Shares by LC Capital are fair and reasonable insofar as the Shareholders are concerned. In advising the independent Directors, finnCap has relied upon their commercial assessment.
General Meeting
The Placing, which is to be undertaken by means of a cash box structure, is conditional upon, inter alia, shareholder approval to be sought at a General Meeting of the Company to be held on 23 March 2011 and Admission. A circular has been sent to shareholders of the Company, incorporating a notice of General Meeting.
Each of the Directors, LC Capital and Ramco Hibernia Limited have given irrevocable undertakings to vote in favour of the resolution to be proposed at the General Meeting in respect of their own beneficial holdings totalling 36,220,352 Ordinary Shares, representing, in aggregate 67.5 per cent. of the existing Ordinary Shares. Additionally, these parties have agreed for a period of 12 months from Admission to dispose of their Ordinary Shares only through the Company's broker, finnCap, to ensure an orderly market in the Ordinary Shares.
Application will be made for Admission and, subject to shareholder approval, it is expected that Admission will occur and that dealings will commence on AIM on 24 March 2011. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM. Following Admission, there will be 81,486,987 Ordinary Shares in issue.
Stephen Boldy, Chief Executive of Lansdowne said:
"We are delighted to have received the support of investors for the next phase in Lansdowne's development. We expect to be able to leverage these resources to progress the Company's work programme with a view to full exploitation of our assets in the North Celtic Sea Basin."
Contact
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Lansdowne Oil & Gas plc |
00 353 1 637 3934 |
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Stephen Boldy - Chief Executive Officer
finnCap Sarah Wharry/Christopher Raggett - Corporate Finance Tom Jenkins/Brian Patient - Corporate Broking |
020 7600 1658
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This information is provided by RNS