Lansdowne Oil & Gas plc Posting of Circular and Notice of General Meeting (2371W)

TIDMLOGP

RNS Number : 2371W

Lansdowne Oil & Gas plc

08 December 2023

8 December 2023

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

Posting of Circular and Notice of General Meeting

Further to the announcement on 6 December 2023 (the "Placing Announcement") regarding the Firm and Conditional Placing to raise GBP200,000, the Company today announces that it has published a shareholder circular (the "Circular") and notice of general meeting (the "General Meeting") for the purpose of proposing a vote in relation to certain resolutions (the "Resolutions"). The detailed reasons for and background to the Resolutions are set out in the Circular, which will be posted on the Company's website later today and posted to shareholders early next week.

Capitalised terms used in this announcement have the meaning given in the Placing Announcement unless the context requires otherwise or as otherwise defined herein.

The General Meeting of Lansdowne Oil & Gas PLC is to be held at the offices of Tavira Financial Ltd., 13th Floor, 88 Wood Street, London EC2V on 29(th) December at 10.00 a.m.

The Form of Proxy for use in connection with the General Meeting should be completed and returned in accordance with the instructions thereon so as to be received by the Company's registrars, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by no later than 10.00 a.m. on 27 December 2023.

Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

In the Placing Announcement, it was reported that LC Capital would be issued with 3,278,000 LC Warrants over unissued New Ordinary Shares in connection with the Conditional Placing. This should have noted that LC Capital would be issued with 4,768,000 LC Warrants over unissued New Ordinary Shares in connection with the Conditional Placing. The aggregate number of warrants LC will hold following the issue of the LC Warrants will be 41,529,826, as reported in the Placing Announcement.

Recommendation

The Directors consider the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. The Directors wish to raise additional working capital by completing the Conditional Placing and in the future an equity fundraising may be required at short notice to raise further capital to allow the Company to continue as a going concern in the event of such additional working capital being available on terms acceptable to the Directors. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions, as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being at the Latest Practicable Date, in aggregate, 10,229,279 Ordinary Shares, representing approximately 0.86 per cent. of the existing issued Ordinary Share capital. In addition, LC Capital has indicated that it intends to vote in favour of the Resolutions in respect of its holdings of 171,241,938 Ordinary Shares representing 14.35% of the existing issued Ordinary Share capital.

Timetable

 
 Date of publication of t he Circular                  8 December 2023 
 Admission and commencement of dealings               12 December 2023 
  in the Firm Placing Shares on AIM 
 CREST accounts to be credited for                    12 December 2023 
  the Firm Placing Shares to be held 
  in uncertificated form 
 Dispatch of definitive share certificates       No later than 14 days 
  for applicable Firm Placing Shares             following the date of 
  to be held in certificated form               Firm Placing Admission 
 Latest time and date for receipt            10.00 a.m. on 27 December 
  of Forms of Proxy                                               2023 
 Vote entitlement record date                 6.00 p.m. on 27 December 
                                                                  2023 
 General Meeting                             10.00 a.m. on 29 December 
                                                                  2023 
 Announcement of results of the General               29 December 2023 
  Meeting 
 Record date for the Share Capital            6.00 p.m. on 29 December 
  Reorganisation                                                  2023 
 Admission and commencement of dealings         8.00 a.m. on 2 January 
  in the New Ordinary Shares (including                           2024 
  the Conditional Placing Shares) on 
  AIM 
 CREST accounts to be credited for                      2 January 2023 
  the Conditional Placing Shares to 
  be held in uncertificated form 
 Dispatch of definitive share certificates       No later than 14 days 
  for applicable Conditional Placing             following the date of 
  Shares to be held in certificated                          Admission 
  form 
 

For further information please contact:

 
 Lansdowne Oil & Gas plc                [phone] 
 Steve Boldy 
 
 SP Angel Corporate Finance LLP    [phone] 
 Nominated Adviser and Joint 
  Broker 
 Stuart Gledhill 
 Richard Hail 
  Charlie Bouverat 
 
 
 Tavira Financial Limited          [phone] 
 Joint Broker 
 Oliver Stansfield 
 

Notes to editors:

About Lansdowne

Lansdowne Oil & Gas (LOGP.LN) is an oil and gas exploration and appraisal company, focused on the North Celtic Sea and quoted on the AIM market and head quartered in Dublin.

In May 2023 the application for a Lease Undertaking for the Barryroe Field, in which Lansdowne held a 20% interest, was refused by the Irish Department of the Environment, Climate and Communications.

In June 2023 Lansdowne announced the commencement of action under the Arbitration Process of the Energy Charter Treaty.

Since 20 September 2023, Lansdowne has been designated a "Cash-Shell" under AIM Rule 15.

For more information on Lansdowne, please refer to www.lansdowneoilandgas.com .

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December 08, 2023 11:54 ET (16:54 GMT)