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10 Mar 2015 11:40
Lansdowne Oil & Gas plc
Firm Placing of 20,753,636 new Ordinary Shares at 5p per share and issue of Loan Note for total fund raising of £2.9 million
March 10th 2015
Lansdowne Oil & Gas plc ("Lansdowne" or "the Company") (AIM: LOGP) is pleased to advise that it has placed 20,753,636 new ordinary shares ("Placing Shares") with new and existing investors (the "Placees") at a Placing Price of 5 pence per Placing Share, to raise approximately £1.04 million before costs. The Company has also today issued a loan note to the value of £1,862,318 to LC Capital Master Fund, Ltd, a significant shareholder of the Company (the "Loan Note").
The proceeds of the Placing and Loan Note are to be used to meet the Company's existing liabilities and working capital requirements to the end of 2015, while it seeks to complete the farm-out of its Barryroe asset.
The Placing
The Company proposes to raise gross proceeds of £1,037,682 before costs through the issue of the Placing Shares. The Placing Price represents a premium of 14.3% to the closing mid-market price of 4.375 pence on 9 March 2015, being the last dealing day prior to the announcement of the Placing. The Placing Shares will represent approximately 12.9% of the enlarged share capital of the Company.
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 March 2015.
Certain of the Directors, and LC Capital Master Fund, Ltd, are participants in the Placing by way of a subscription for a total of 11,355,194 Placing Shares. Their participations and subsequent beneficial holdings are shown in the table below.
LC Capital Master Fund, Ltd(1) | 8,955,194 | 45,160,668(2) | 28.00% |
Tim Torrington | 2,000,000 | 2,105,880 | 1.31% |
Stephen Boldy | 200,000 | 252,660 | 0.16% |
John Aldersey-Williams | 200,000 | 240,000 | 0.15% |
(1) Steven Lampe, who is a non-executive director of the Company, is deemed beneficially interested in LC Capital Master Fund.
(2) In addition, Steven Lampe holds 196,078 shares in the Company in his own name.
The Loan Note
The Company has today issued a senior secured Loan Note to the value of £1,862,318 to LC Capital Master Fund, Ltd. The Loan Note is repayable on 9 March 2016, or earlier on the occurrence of certain specified events of default and carries a coupon of 10% per annum. The terms of the Loan Note also contain an early repayment fee of 10% of the principal amount in the event the Loan Note is repaid prior to 9 March 2016 and a commitment fee of 10% of any undrawn balances. The Loan Note carries no conversion rights.
Use of Proceeds
The purpose of the Placing is to raise proceeds sufficient to fund the Company's existing liabilities, including the Transocean settlement costs, and ongoing working capital requirements to the end of 2015, during which time it is hopeful of concluding the SEL 1/11 Barryroe farm-out process which it anticipates will bring additional funding into the Company, to be deployed on its other licences in the Celtic Sea, offshore Ireland.
Related Party Transaction
The subscription for Placing Shares by LC Capital Master Fund, Ltd and certain Directors, and the issue of the Loan Note to LC Capital Master Fund, Ltd, are considered related party transactions under the AIM Rules for Companies. The Independent Directors for the purposes of the Placing being John Greenall, Jeffrey Auld and Richard Slape, consider, having consulted with the Company's nominated adviser, that the terms of the Placing and the Loan Note are fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
On completion of the Placing the Company will have in issue 161,293,795 ordinary shares of 5 pence each. No ordinary shares are held in treasury. Therefore the total number of voting rights in the Company following completion of the Placing will be 161,293,795.
For further information contact:
Lansdowne Oil and Gas plc Stephen Boldy, Chief Executive Officer Richard Slape, Commercial Director
| +353 (1) 495 9259 |
Cantor Fitzgerald Europe Sarah Wharry / David Porter
| +44 20 7894 7000 |
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 extensive acreage, in the North Celtic Sea Basin, an emerging under-explored province.
For more information on Lansdowne, please refer to www.lansdowneoilandgas.com
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