Last checked at 17 Jun 2016 07:00
Lansdowne Oil & Gas plc
· Oversubscribed Placing to raise £2.1 million
· Partial conversion of loan note and beneficial adjustment to terms
· Directorate Change and Revised Shareholdings
· Termination of formal sale process given improving Environment
17th June 2016
Lansdowne Oil & Gas plc ("Lansdowne" or "the Company") (AIM: LOGP) is pleased to advise that it has placed 210,000,000 new ordinary shares ("Placing Shares") with new and existing investors (the "Placees") at a Placing Price of 1 penny per Placing Share, to raise £2.1 million before costs.
The proceeds of the Placing are to be used to:
· Meet the Company's share of amounts currently payable to Transocean by Providence Resources after the Court of Appeal ruled against Providence Resources in a dispute over drilling costs dating from 2012 (the "Transocean Dispute").
· Fund the Company's on-going working capital requirements until mid-2017.
In addition, LC Capital Master Fund has agreed to convert into new ordinary shares £930,000 of the senior secured loan note (Loan Note) issued to it by the Company in March 2015, extend the term of the Loan Note to 30th June 2017 and amend certain terms of the Loan Note as further described below.
The Placing
The Company proposes to raise gross proceeds of £2,100,000 before costs through the issue of the Placing Shares. The Placing Shares will represent approximately 43.7% 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 22nd June 2016 ("Admission").
In connection with the Placing, the Company will also be granting the Company's placing agents, Brandon Hill Capital, a total of 10,500,000 warrants to subscribe for new ordinary shares in the Company exercisable at a price of 1 pence per share over a term of 3 years.
In addition, the Company shall have an option, exercisable on one or more occasions at any time for 12 months from Admission, to require Brandon Hill Capital to use its reasonable endeavours to procure subscribers for new ordinary shares in the capital of the Company to raise up to an aggregate additional £500,000 (the "Additional Placing"). This will be at the lower of 1 penny per share or the price that is a 10% discount to the closing mid-market share price of the Company's ordinary shares on the day on which the Company requests Brandon Hill Capital to undertake an Additional Placing. To the extent it is unable to procure subscribers for the requisite number of new ordinary shares, Brandon Hill Capital will itself subscribe for such new ordinary shares at such price. Exercise of the option is conditional, inter alia, upon the Company being required to reimburse Providence Resources in respect of further costs and/or awards associated with the Transocean Dispute and the proceeds of the Additional Placing must be applied by the Company for this purpose.
The Loan Note
On 10th March 2015, the Company issued a senior secured Loan Note to the value of £1,862,318 to LC Capital Master Fund, Ltd. On 10th March 2016, the Company announced that LC Capital Master Fund had agreed to extend the term of the loan note by six months until 9th September 2016.
LC Capital Master Fund has now agreed to convert £930,000 of the amount currently outstanding into new ordinary shares at a price of 1 penny per share. This will result in the issue of 93 million new ordinary shares to LC Capital Master Fund, which will represent approximately 19.4% of the enlarged share capital of the Company. On Admission LC Capital Master Fund will be interested in 138,160,668 ordinary shares representing 28.8% of the Company's issued share capital.
In addition, LC Capital Master Fund has agreed to a further extension of the term of the loan note to 30th June 2017 and to a reduction in the coupon from 10% per annum to 5% per annum from today's date. The 20% redemption premium on the original amount outstanding has been capitalised. The remaining Loan Note carries no conversion rights. The Total amount outstanding under the Loan Note at Admission will be £1,545,552.
Use of Proceeds
The purpose of the Placing is to raise proceeds sufficient to fund the Company's existing liabilities, including the Company's share of the abovementioned Transocean settlement costs, and on-going working capital requirements to mid-2017, during which time it is hopeful of concluding the SEL 1/11 Barryroe farm-out process.
Directors' fees and resignation of a director
Due to the Company's financial difficulties, in recent months the directors have deferred salary, fees, and other amounts due to them. Certain of the directors have now agreed to accept new ordinary shares at a price of 1 penny each in settlement of some or all of the amounts due to them net of tax (the "Settlement Shares"). The number of Settlement Shares to be issued to each of those directors, and their resultant shareholdings in the Company at Admission, are shown in the table:
Director | Settlement Shares issued | Number of ordinary shares held at Admission |
Jeffrey Auld | 2,828,619 | 2,828,619 |
Stephen Boldy | 5,700,000 | 6,400,660 |
John Greenall | 1,333,360 | 1,418,740 |
Steven Lampe* | 2,250,000 | 2,446,078 |
Viscount Torrington | 2,810,620 | 4,916,500 |
*In addition, Steven Lampe is deemed beneficially interested in LC Capital Master Fund which will hold 138,160,668 ordinary shares on Admission.
Further, Richard Slape has resigned from his role as the Company's Commercial Director with immediate effect. The Company has agreed to issue to Mr Slape 500,000 new ordinary shares at a price of 1 penny per share in part settlement of deferred salary and pension contributions due to him (such shares to be included in the above definition of "Settlement Shares"). The Company would like to thank him for his efforts over the last two years and wish him well in his future endeavours.
Related Party Transaction
The Loan Note conversion, the extension to the Loan Note, the changes to the terms of the Loan Note and the settlement of (i) the Directors' salaries and fees, and (ii) part of the sums due to Mr Slape, in ordinary shares, are related party transactions under the AIM Rules. The Independent Director, who for this purpose is John Aldersey-Williams, having consulted with the Company's nominated adviser, considers that these matters are fair and reasonable insofar as the Company's shareholders are concerned.
Clarification of Financial Position
Following the Placing, the partial conversion of the Loan Note, the extension to and change of terms of the Loan Note and the issue of the Settlement Shares, the Company will have clarity on its financial position with sufficient working capital until mid-2017. The Company has therefore requested that the suspension of the Company's ordinary shares from trading on AIM be lifted with effect from 7.30am on 22nd June 2016.
Update on Strategic Review and Termination of Formal Sale Process
The Company announced on 8 April 2015 that it was launching a review of the strategic options open to the Company to maximise shareholder value and the commencement of a formal sale process (FSP) under the City Code on Takeovers and Mergers (City Code). The Company has conducted a review of various strategic options and has engaged with numerous counterparties and received a number of indicative proposals. However, to date the FSP has resulted in no proposals being received which the Board believes would recognise the value inherent in the Company's assets. As a result, the Board has decided to terminate the FSP with immediate effect. The Board will continue to examine alternative means of enhancing shareholder value in the normal course of business. The Panel on Takeovers and Mergers has confirmed the Company is no longer in an offer period under the City Code and, accordingly, the requirement to make disclosures under Rule 8 of the City Code has now ceased.
Total Voting Rights
On completion of the Placing, the conversion of the Loan Note and the issue of the Settlement Shares, the Company will have in issue 480,164,394 ordinary shares of 0.1 pence each. No ordinary shares are held in treasury. Therefore the total number of voting rights in the Company on Admission will be 480,164,394.
Application has been made for the admission of 318,422,599 ordinary shares to trading on AIM and dealings are expected to commence on 22nd June 2016.
For further information contact:
Lansdowne Oil and Gas plc Stephen Boldy, Chief Executive Officer
| +353 1 495 9259 |
Cantor Fitzgerald Europe Sarah Wharry / David Porter
| +44 20 7894 7000 |
Brandon Hill Capital Oliver Stansfield / Jonathan Evans
| +44 20 3463 5000 |
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is a North Celtic Sea focussed, oil and gas exploration company quoted on the AIM market and headquartered in Dublin. Lansdowne's acreage holdings include a 20% stake in SEL 1/11, which contains the Barryroe oil field.
For more information on Lansdowne, please refer to www.lansdowneoilandgas.com