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LANSDOWNE OIL & GAS - PRESS RELEASE
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:
|
|
Number of shares |
% |
Options |
|
|
|
|
|
|
LC Capital Master Fund,
Ltd (non-beneficial) |
8,198,707 |
25.06 |
12,728,308 |
|
|
196,078 |
0.60 |
Nil |
|
|
|
|
|
|
Total |
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 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.
Enquiries:
| Lansdowne Oil & Gas plc | |
| Chris Moar, Finance Director | +44 1224 748480 |
| John East & Partners Limited | |
| David Worlidge | 020 7628 2200 |
Lansdowne Oil and Gas plc
Britannia House
Endeavour Drive
Arnhall Business Park
Westhill
Aberdeenshire
AB32 6UF
Tel: +44 (0)1224 748480
Fax: +44 (0)1224 748481
Email: info@lansdowneoilandgas.co
Web: www.lansdowneoilandgas.com