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22 May 2008 07:00
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22 May 2008
Lansdowne Oil & GasΒ plc
("Lansdowne" or "the Company")
Placing to raiseΒ Β£892,000Β and Director's interest
Lansdowne,Β the Dublin-based independent exploration company, announces that it has issued 2,973,707 new ordinary shares at a price ofΒ 30p perΒ shareΒ ("the Placing Shares"),Β aΒ premium ofΒ 22.45Β per cent. over the closing mid-market price ofΒ 24.5pΒ for aΒ LansdowneΒ share onΒ 21Β MayΒ 2008. TheΒ PlacingΒ SharesΒ were issued toΒ LC Capital Master Fund,Β LtdΒ ("LC").Β
Β
Steven Lampe, a Non-Executive Director of the Company,Β isΒ aΒ managingΒ member ofΒ LC Capital AdvisorsΒ LLC, a limited liability company organized in the state ofΒ Delaware. LC Capital AdvisorsΒ LLC is theΒ general partnerΒ ofΒ LC.Β
Following the issue of the above shares the interests ofΒ Steven LampeΒ and LCΒ will be as follows:
|
Number of shares |
% |
Options |
|
|
LC Capital Master Fund, Ltd (non-beneficial) |
8,198,707 |
25.06 |
12,728,308 |
|
S Lampe (beneficial) |
196,078 |
0.60 |
Nil |
|
Total S Lampe interest |
8,394,785 |
25.66 |
12,728,308 |
LC also holds an option to acquire up to 12,728,308 ordinary shares in Lansdowne from Ramco Hibernia LimitedΒ ("RHL"), a wholly-owned subsidiary of Ramco Energy plc. The option can be exercised in whole or in partΒ at any timeΒ up to 26 June 2010 at an exercise price equivalent to the average of the closing price of a share in Lansdowne for the 20 days prior to the date of exercise ("the Option"). LC cannot exercise the Option in part over less than 3,000,000 Lansdowne shares.
In November 2007,Β LC wasΒ grantedΒ warrants to subscribe for up to 1,750,000 newΒ ordinary shares in LansdowneΒ at an exercise price of 50 pence per shareΒ ("the Warrants").Β The Warrants are exercisable in whole or in part on or prior toΒ 31 May 2009.
As a result of the subscription for new shares by LC, LC and Steven Lampe (who is deemed to be acting in concert with LC)Β willΒ have an interest inΒ 22,873,093Β ordinary shares in Lansdowne, representingΒ 66.4Β per cent. of the enlargedΒ votingΒ share capital and accordingly LC would normally have incurred an obligation under Rule 9 of theΒ TakeoverΒ Code to make a general offer to all the remaining shareholders of Lansdowne to acquire their shares.Β
However, RHL, which onΒ completion of the placing,Β willΒ hold approximately 38.9Β per cent. of the issued share capital of Lansdowne,Β and certainΒ otherΒ shareholders who, in aggregate,Β willΒ hold,Β onΒ completion of the placing,Β approximatelyΒ 23.26Β per cent. of theΒ issued share capital of Lansdowne, haveΒ reconfirmed that none of them would accept such an offer. As a result, theΒ TakeoverΒ Panel has, conditional onΒ admissionΒ of the Placing Shares, waived the requirement on LC to make an offer until such time as RHL and thoseΒ certain other shareholdersΒ hold, in aggregate, less than 50 per cent. of the issued share capital of LansdowneΒ such thatΒ an offer would be capable of acceptanceΒ or LC exercises its option from RHL in whole or in partΒ taking LC's overall shareholding through a Rule 9 threshold.
An application will be made toΒ theΒ London Stock Exchange for theΒ Placing SharesΒ to be admitted to trading on theΒ AIMΒ market and it is expected that trading will commence onΒ 28Β May 2008. Following the issueΒ of the Placing Shares, there will beΒ 32,710,778Β ordinary shares of 5p each in Lansdowne in issue.Β
Β
Β 22Β MayΒ 2008Β
ENQUIRIES:
|
Lansdowne Oil & GasΒ plcΒ |
||
|
Chris Moar |
FinanceΒ Director |
01224 748480 |
|
John East & Partners Limited |
||
|
David WorlidgeΒ |
020 7628 2200 |
|
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