15 March 2007
Lansdowne Oil & Gas plc (“Lansdowne” or “the Company”)
Notification of change in major interest in shares
Lansdowne Oil & Gas plc (“the Company”), announces that it was notified on 15 March 2007, under the Disclosure and Transparency Rules, that following a reorganisation within its parent company, Ramco Energy plc, Ramco Hibernia Limited (“Ramco Hibernia”), a wholly-owned subsidiary of Ramco Energy plc, is now the holder of 17,953,308 ordinary shares of 5p each representing 86.25 per cent. of the issued share capital and the voting rights of the Company.
These shares were previously held by Ramco Oil & Gas Limited (ROGL) (12,240,264 ordinary shares representing 58.8 per cent. of the share capital and voting rights) and Ramco Eastern Europe Limited (REEL) (5,713,044 ordinary shares representing 27.45 per cent. of the share capital and voting rights). Both companies are also wholly-owned subsidiaries of Ramco Energy plc. The ultimate ownership of these shares of the Company remains unchanged by this transaction.
ROGL and REEL are parties to a Relationship Agreement with the Company, entered into at the time the Company joined the Alternative Investment Market (AIM) in April 2006.The Company’s Nominated Adviser, John East & Partners Limited, has given written consent to the transfer as required by the Relationship Agreement.
Ramco Hibernia has entered into a Deed of Variation with respect to the Relationship Agreement ensuring that Ramco Hibernia takes on all the rights and obligations of ROGL and REEL with effect from the date of transfer of the said shares by ROGL and REEL to Hibernia. Under these agreements Ramco Hibernia has undertaken that it will exercise its voting rights so as to ensure (so far as it is able by the exercise of such rights) the continued independence of the majority of the Board, that any transactions between persons or companies controlled by Ramco (to the extent that there are any such transactions in the future) will be at arm’s length and that it will not vote (as shareholder or Director) in relation to any such transaction.
In addition, Ramco Hibernia has undertaken to John East & Partners and the Company, to accept the following obligations which ROG and REEL had undertaken under the AIM rules. Ramco Hibernia may not to dispose of any interests in Ordinary Shares (subject to certain limited exceptions) until 21 April 2007 and that for a further period of 12 months it will not dispose of any such interests without the prior written consent of John East & Partners, such consent not to be unreasonably withheld or delayed.
|No. of shares||%|
|LC Capital & Affiliates||171,241,938||19.60%|
|Brandon Hill Capital||100,671,158||11.52%|
|Shares not in public hands||185,387,717||21.22%|
|Unexercised share options in issue||3,265,870|
Lansdowne Oil and Gas plc
Arnhall Business Park
Tel: +44 (0)1224 748480
Fax: +44 (0)1224 748481