Seascape Energy Regulatory News (SEA)

22 May 2008 07:00



22 May 2008

Lansdowne Oil & Gas plc

("Lansdowne" or "the Company")

Placing to raise £892,000 and Director's interest

Lansdowne, the Dublin-based independent exploration company, announces that it has issued 2,973,707 new ordinary shares at a price of 30p per share ("the Placing Shares"), a premium of 22.45 per cent. over the closing mid-market price of 24.5p for a Lansdowne share on 21 May 2008. The Placing Shares were issued to LC Capital Master Fund, Ltd ("LC"). 

Steven Lampe, a Non-Executive Director of the Company, is a managing member of LC Capital Advisors LLC, a limited liability company organized in the state of Delaware. LC Capital Advisors LLC is the general partner of LC. 

Following the issue of the above shares the interests of Steven Lampe and LC will be as follows:

LC also holds an option to acquire up to 12,728,308 ordinary shares in Lansdowne from Ramco Hibernia Limited ("RHL"), a wholly-owned subsidiary of Ramco Energy plc. The option can be exercised in whole or in part at any time 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, LC was granted warrants to subscribe for up to 1,750,000 new ordinary shares in Lansdowne at an exercise price of 50 pence per share ("the Warrants"). The Warrants are exercisable in whole or in part on or prior to 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) will have an interest in 22,873,093 ordinary shares in Lansdowne, representing 66.4 per cent. of the enlarged voting share capital and accordingly LC would normally have incurred an obligation under Rule 9 of the Takeover Code to make a general offer to all the remaining shareholders of Lansdowne to acquire their shares. 

However, RHL, which on completion of the placing, will hold approximately 38.9 per cent. of the issued share capital of Lansdowne, and certain other shareholders who, in aggregate, will hold, on completion of the placing, approximately 23.26 per cent. of the issued share capital of Lansdowne, have reconfirmed that none of them would accept such an offer. As a result, the Takeover Panel has, conditional on admission of the Placing Shares, waived the requirement on LC to make an offer until such time as RHL and those certain other shareholders hold, in aggregate, less than 50 per cent. of the issued share capital of Lansdowne such that an offer would be capable of acceptance or LC exercises its option from RHL in whole or in part taking LC's overall shareholding through a Rule 9 threshold.

An application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on the AIM market and it is expected that trading will commence on 28 May 2008. Following the issue of the Placing Shares, there will be 32,710,778 ordinary shares of 5p each in Lansdowne in issue. 

 22 May 2008 

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