Lb-shell plc Directors Disclosures, CLN & Broker Appointment (0993N)

TIDMLBP

RNS Number : 0993N

Lb-shell plc

04 May 2018

LB-shell plc

(the "Company")

Directors Disclosures

Issue of Convertible Loan Notes

Appointment of Financial Advisor and Broker

Following LB-Shell's announcement yesterday regarding the appointment of the new Board and the GBP300,000 financing, the Company is pleased to announce further details of its plans.

Peterhouse Corporate Finance Limited ("Peterhouse") has raised the GBP300,000 before expenses by way of the issue of unsecured convertible loan notes convertible into ordinary shares at a price of GBP0.00025 per Ordinary Share (the "CLN"). In addition, GBP135,000 CLNs, on the same terms and conditions, have been issued to settle professional fees and associated obligations relating to the refinancing of the Company. Included in this total is the issue of GBP25,000 CLNs to Peterhouse to settle its fees. The final maturity date of the CLNs, which are unsecured, is the third anniversary of the date of the issue and no interest is payable.

The new directors of LB Shell will review the Company's stated strategy, following which it is proposed to issue a circular to shareholders outlining the proposed new direction and, inter-alia, seek approvals for a change of name and for the adoption of a new capital structure for the Company to provide for the full conversion of the convertible loan notes, details of which are outlined below.

The new directors hold the following interests in the CLNs:

 
 Director             Amount of CLNs 
 Melissa Sturgess     GBP150,000 
                     --------------- 
 Charles Morgan       GBP100,000 
                     --------------- 
 Michael Langoulant   GBP40,000 
                     --------------- 
 

In addition, the Board of the Company is pleased to announce that it has appointed Peterhouse Corporate Finance Limited as its financial adviser and corporate broker with immediate effect.

Following the appointment of the new directors to the Board of the Company, the new Directors are required to make the below regulatory disclosures, in accordance with paragraph 9.6.13 of the Listing Rules of the Financial Conduct Authority:

Melissa Sturgess (Executive Chairman)

Melissa is or has been during the last five years, a director of the following publicly quoted companies:

Current directorships:

URA Holdings PLC (AIM)

Previous directorships:

Luiri Gold Ltd (ASX)

Charles Morgan (Non-Executive Director)

Charles is, or has been during the last five years, a director of the following publicly quoted companies:

Current directorships:

Grand Gulf Energy Ltd (ASX)

Whitebark Energy Ltd (ASX)

Previous directorships:

ADG Global Supply Ltd (ASX)

Alcycone Resources Ltd (ASX)

Tamaska Oil and Gas Limited (ASX)

Charles was a director of ADG Global Supply Ltd from October 2012 to July 2016. In 2015, ADFG Global Supply entered into a voluntary administration and was forced to write down c.$1.8 million debt owed to a client.

Michael Langoulant (Non-Executive Director)

Mike is, or has been during the last five years, a director of the following publicly quoted companies:

Current directorships:

White Cliff Minerals Ltd (ASX)

Previous directorships:

Property Connect Holdings (ASX)

Nyota Minerals Ltd (AIM/ASX)

Luiri Gold Ltd (ASX)

Michael was a director of Max Resources Ltd from approximately 1994 to 1997. Although solvent at the time a Statutory Manager was appointed to the company in 1998. The company was subsequently liquidated. Although the Statutory Manager made some negative comments concerning the administration of the company neither the Statutory Manager nor the liquidator levelled any case of wrong doing against Michael. Further at a subsequent trial in relation to the company's Australian subsidiary, Robregal Investment Pty Ltd, the trial judge determined that Michael had no case to answer.

No further disclosures are required under paragraph 9.6.13 of the Listing Rules of the Financial Conduct Authority.

Enquiries:

LB-Shell PLC

   Melissa Sturgess                                 Tel:  [phone] 

Email: [e-mail]

Peterhouse Corporate Finance Limited

   Heena Karani and Lucy Williams        Tel: [phone] 

This information is provided by RNS

The company news service from the London Stock Exchange

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May 04, 2018 02:00 ET (06:00 GMT)