Lansdowne Oil & Gas plc Posting of Circular and Notice of General Meeting (2371W)
December 08 2023 - 10:54AM
UK Regulatory
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 +353 1 963 1760
Steve Boldy
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Joint
Broker
Stuart Gledhill
Richard Hail
Charlie Bouverat
Tavira Financial Limited +44 (0) 20 3192 1739
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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