Last checked at 8 Dec 2023 16:54
8 December 2023
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Posting of Circular and Notice of General Meeting
Further to the announcement on 6 December 2023 (the "Placing Announcement") regarding the Firm and Conditional Placing to raise £200,000, the Company today announces that it has published a shareholder circular (the "Circular") and notice of general meeting (the "General Meeting") for the purpose of proposing a vote in relation to certain resolutions (the "Resolutions"). The detailed reasons for and background to the Resolutions are set out in the Circular, which will be posted on the Company's website later today and posted to shareholders early next week.
Capitalised terms used in this announcement have the meaning given in the Placing Announcement unless the context requires otherwise or as otherwise defined herein.
The General Meeting of Lansdowne Oil & Gas PLC is to be held at the offices of Tavira Financial Ltd., 13th Floor, 88 Wood Street, London EC2V on 29th December at 10.00 a.m.
The Form of Proxy for use in connection with the General Meeting should be completed and returned in accordance with the instructions thereon so as to be received by the Company's registrars, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by no later than 10.00 a.m. on 27 December 2023.
Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.
In the Placing Announcement, it was reported that LC Capital would be issued with 3,278,000 LC Warrants over unissued New Ordinary Shares in connection with the Conditional Placing. This should have noted that LC Capital would be issued with 4,768,000 LC Warrants over unissued New Ordinary Shares in connection with the Conditional Placing. The aggregate number of warrants LC will hold following the issue of the LC Warrants will be 41,529,826, as reported in the Placing Announcement.
Recommendation
The Directors consider the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. The Directors wish to raise additional working capital by completing the Conditional Placing and in the future an equity fundraising may be required at short notice to raise further capital to allow the Company to continue as a going concern in the event of such additional working capital being available on terms acceptable to the Directors. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions, as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being at the Latest Practicable Date, in aggregate, 10,229,279 Ordinary Shares, representing approximately 0.86 per cent. of the existing issued Ordinary Share capital. In addition, LC Capital has indicated that it intends to vote in favour of the Resolutions in respect of its holdings of 171,241,938 Ordinary Shares representing 14.35% of the existing issued Ordinary Share capital.
Timetable
Date of publication of the Circular | 8 December 2023 |
Admission and commencement of dealings in the Firm Placing Shares on AIM | 12 December 2023 |
CREST accounts to be credited for the Firm Placing Shares to be held in uncertificated form | 12 December 2023 |
Dispatch of definitive share certificates for applicable Firm Placing Shares to be held in certificated form | No later than 14 days following the date of Firm Placing Admission |
Latest time and date for receipt of Forms of Proxy | 10.00 a.m. on 27 December 2023 |
Vote entitlement record date | 6.00 p.m. on 27 December 2023 |
General Meeting | 10.00 a.m. on 29 December 2023 |
Announcement of results of the General Meeting | 29 December 2023 |
Record date for the Share Capital Reorganisation | 6.00 p.m. on 29 December 2023 |
Admission and commencement of dealings in the New Ordinary Shares (including the Conditional Placing Shares) on AIM | 8.00 a.m. on 2 January 2024 |
CREST accounts to be credited for the Conditional Placing Shares to be held in uncertificated form | 2 January 2023 |
Dispatch of definitive share certificates for applicable Conditional Placing Shares to be held in certificated form | No later than 14 days following the date of Admission |
For further information please contact:
Lansdowne Oil & Gas plc | +353 1 963 1760 |
Steve Boldy | |
SP Angel Corporate Finance LLP | +44 (0) 20 3470 0470 |
Nominated Adviser and Joint Broker | |
Stuart Gledhill | |
Richard Hail Charlie Bouverat | |
Tavira Financial Limited | +44 (0) 20 3192 1739 |
Joint Broker | |
Oliver Stansfield |
Notes to editors:
About Lansdowne
Lansdowne Oil & Gas (LOGP.LN) is an oil and gas exploration and appraisal company, focused on the North Celtic Sea and quoted on the AIM market and head quartered in Dublin.
In May 2023 the application for a Lease Undertaking for the Barryroe Field, in which Lansdowne held a 20% interest, was refused by the Irish Department of the Environment, Climate and Communications.
In June 2023 Lansdowne announced the commencement of action under the Arbitration Process of the Energy Charter Treaty.
Since 20 September 2023, Lansdowne has been designated a "Cash-Shell" under AIM Rule 15.
For more information on Lansdowne, please refer to www.lansdowneoilandgas.com.