SEA.L Regulatory News (SEA)

26 Jun 2007 14:56

Ramco Energy PLC26 June 2007 Ramco Energy plc Ramco raises £2.61 million through the sale of a 25 per cent. interest inLansdowne Oil & Gas plc Ramco Energy plc ("Ramco") is pleased to announce that it has raised £2.61million (before expenses) through the sale of a proportion of its shareholdingin its AIM listed subsidiary, Lansdowne Oil & Gas plc ("Lansdowne"). The long running Tenge lawsuit, which finally ended in Ramco's favour in April2007, has drained the Ramco's cash reserves and with no prospect of anymeaningful recovery of costs under the Texas legal system it was important tosecure funding to allow Ramco to accelerate its recovery. The Board have agreed the following package of arrangements with LC CapitalMaster Fund, Ltd ("LC"), a company incorporated in the Cayman Islands. LCcurrently holds a 4.86 per cent. interest in Ramco. The funding structure wasselected in order to avoid significant dilution to existing Ramco shareholders. LC has purchased from Ramco's wholly owned subsidiary, Ramco Hibernia Limited ("RHL"), 5,225,000 existing shares in Lansdowne at 50p per share. This salerealised £2.61 million in cash (before expenses) for Ramco and reduces RHL'sholding in Lansdowne to 61.1 per cent. of the issued share capital. LC now holds25.1 per cent. of Lansdowne's issued share capital. RHL has also granted LC an option over its remaining 12,728,308 shares inLansdowne. The option can be exercised in whole or part up to 26 June 2010 at anexercise price equivalent to the average of the closing price of a share inLansdowne for the 20 days prior to the date of exercise ("the Option"). At anygiven time within the exercise period, LC cannot exercise the Option in partover less than 3,000,000 Lansdowne shares. In normal circumstances, the granting of the Option would result in LC incurringan obligation under Rule 9 of the Takeover Code to make a general offer to theshareholders of Lansdowne. However, as Ramco will hold more than 50 per cent.of the voting rights of Lansdowne, the Panel have granted LC a dispensation fromthe obligation to make a general offer at the time of grant of the Option.Furthermore, the Panel has agreed with LC that in the event that LC exercisesthe Option in whole or part and / or Ramco ceases to hold more than 50 per centof Lansdowne during the exercise period of the Option, LC will be required tomake a general offer under Rule 9 of the Takeover Code at a price the higher of55.5p (the current mid-market price) and the highest price paid for anyLansdowne shares acquired through the exercise of the Option. LC has also been granted 5,000,000 warrants over new ordinary shares in thecapital of Ramco, such warrants having an expiry date of 26 June 2012 and anexercise price of 14p per share. It is also proposed that a representative of LCwill join the board of Lansdowne shortly. The closing of these funding arrangements is a significant post balance sheetevent to Ramco's 2006 accounts and Ramco now expect to announce its preliminaryresults for the year ended 31 December 2006 on 27 June 2007. Steve Remp, Chairman of Ramco, said: "We are delighted to have secured this funding from LC Capital Master Fund. Theyhave been long term supporters of Ramco and this funding will enable us toprogress our strategy and to take advantage of the opportunities that we haveidentified and are currently evaluating. I would like to thank our shareholders for their continued patience and believethat we can now look forward to the future with renewed confidence." 26 June 2007 ENQUIRIES: Ramco Energy plcSteven Bertram Managing Director 01224 748480 John East & Partners LimitedDavid Worlidge 020 7628 2200 College HillNick Elwes 020 7457 2020 This information is provided by RNS The company news service from the London Stock Exchange