SEA.L Regulatory News (SEA)

14 Apr 2008 10:35

Ramco Energy PLC14 April 2008 Ramco Energy plc("Ramco" or "the Company") Ramco agrees short term borrowing facility of £2 million Ramco, the Aberdeen-based independent exploration company, announces that it hassecured a short term borrowing facility in aggregate amount of £2 million (the "Facility"), to provide additional working capital. Ramco will draw down theFacility on an as required basis in instalments of not less than £500,000. TheFacility will allow the Company the opportunity to advance certain projects itis currently negotiating, avoiding the need for significant dilution to itsshareholders. The Facility has been made available by LC Capital Master Fund, Ltd ("LC"),which already holds 1,702,380 shares in Ramco comprising 4.62 per cent. ofRamco's issued share capital and 5,000,000 warrants in Ramco with an exerciseprice of 14 pence per share. LC's general partner Steven Lampe is aNon-Executive Director of Ramco. Consequently, under the AIM rules, the facilityis deemed to be a related party transaction. The Facility is available for a period of up to six months following date offirst draw down (with an opportunity to extend the period up to one year withLC's consent). Interest is payable at 4 per cent. per annum. Various repaymentmechanisms are in place to repay the debt. In certain circumstances the loan maybe repaid in full, prior to its scheduled maturity at the option of LC, throughits conversion into an equity interest in potential new opportunities currentlybeing pursued by Ramco. If the conversion is effected at the same time as otherthird parties invest it would be on the same terms as such other third partiesinvest. In all other circumstances, Ramco's liability under the Facility shallbe repaid on the repayment date as follows: • First, by Ramco repaying any unused amount of the Facility drawn down by it prior to that date; • Secondly, in relation to the next £700,000 of debt outstanding, and subject to the closing mid-market price of Ramco's shares on the dealing day immediately prior to the repayment date being not less than 14 pence per share, by LC exercising its existing 5,000,000 warrants in the Company (or part only where the remaining debt outstanding is less than £700,000) with the aggregate exercise proceeds being used to discharge the relevant proportion of debt outstanding; • Thirdly, to the extent that there remains any debt outstanding, by LC electing for such debt to be discharged by way of the subscription by it for new ordinary shares in Ramco at a price equal to the average closing mid-market price over the 10 dealing days immediately prior to such subscription, subject to there being in place sufficient Ramco shareholder authority to allot such shares at that time and to the aggregate interest of LC and any person deemed to be acting in concert with LC, in the Company remaining below 30 per cent.; and • Finally, in the event of there being any residual debt, by Ramco repaying such residual debt in cash. The independent directors consider, having consulted with John East & PartnersLimited, that the terms of the Facility are fair and reasonable insofar as theshareholders of Ramco are concerned. Steven Bertram, Ramco's Managing Director, said " We welcome the continuedsupport of LC Capital Master Fund, Ltd at this important stage in Ramco'srecovery process. We are at a critical stage in advancing a number of projectsand I am confident that this additional working capital facility will allow usto quickly close some of these projects minimising any dilution to our existingshareholders" 14 April 2008 ENQUIRIES: Ramco Energy plc Steven Bertram Managing Director 01224 748480 John East & Partners Limited David Worlidge 020 7628 2200 College Hill - London Nick Elwes 020 7457 2020 This information is provided by RNS The company news service from the London Stock Exchange