1st Nov 2007 16:38
AIM01 November 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME: LENI GAS & OIL PLC COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Registered Office:Level 522 Arlington StreetLondonSW1A 1RD COUNTRY OF INCORPORATION:England and Wales COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.lenigasandoil.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF ANINVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION ISSOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: Leni Gas & Oil Plc was floated on AIM in March 2007 to identify and acquire anumber of projects in the oil and gas sector with particular emphasis onprojects that are in production or with previously explored hydrocarbons. The Company announced today that it has entered into a conditional agreement topurchase the entire issued share capital of Compagnine Petrolifera De Sedanofrom Ascent Resources PLC for: (i) EUR 2,250,000 (two million two hundred andfifty thousand Euros) and; (ii) eight million Ordinary Shares (which at theclosing share price of 7.375p per share as at the close of business on 24October 2007 represents a value of £590,000). Therefore the total considerationfor the Acquisition will be £2,075,000. The business of CpS will, subject to Completion, consist of the exploration for,and production of, oil and gas in Spain, ,principally the operation of 11production wells in the Ayoluengo Field, the only onshore oil field in Spain.Under the terms of the Acquisition Agreeement, Ascent has agreed to procure thatthe legal ownership of the La Lora License and the Exploration Licenses (to theextent not already vested in CpS) are transferred to the company and allroyalties, net proceeds and returns derived from the La Lora License and theExploration Licenses accrue to the Company with effect from 1 August 2007. TheLa Lora Licence is subject to an external 11.25 per cent. beneficial interest asreferred to below. Ascent has further granted the Company an option to acquire a40 per cent participating interest in the interest that Ascent holds in relationto Seeland-Frienisberg Permit in Switzerland. The Acquisition constitutes a Reverse Takeover under the AIM Rules due to thesize of the transaction in relation to the size of the Company and is thereforeconditional (inter alia) upon the approval of Shareholders. This will result inthe change in status of the Company from an investing company to an operatingcompany with a material trading activity. A Reverse Takeover also involves thecancellation of the Company's shares from trading on AIM and a new applicationto be made for the Enlarged Share Capital to be admitted to trading on AIM. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFEROF THE SECURITIES (i.e. where known, number and type of shares, nominal valueand issue price to which it seeks admission and the number and type to be heldas treasury shares): 393,400,027 Ordinary Shares of 0.05p each and no shares to be held in Treasury. CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: None. Anticipated Market Capitalisation on Admission: £29,000,000 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: On Re-admission 61.16 per cent. DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:N/A FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining thefirst name by which each is known or including any other name by which each isknown): David Anthony Lenigas (Chairman)Jeremy Samuel Edelman (Director)Donald Ian George Layman Strang (Finance Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OFTHE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first nameby which each is known or including any other name by which each is known): Before % After % Admission AdmissionDavid Anthony Lenigas 132,000,000 34.25 132,000,000 33.55Jeremy Samuel Edelman 40,000,000 10.37 40,000,000 10.17Donald Ian George Layman Strang 10,000,000 2.59 10,000,000 2.54SPGP 58,616,665 15.21 58,616,665 14.9Carmignac Gestion 33,333,333 8.65 33,333,333 8.47CIM Investment Management Ltd 24,166,667 6.27 24,166,667 6.14Delstar International Ltd 20,000,000 5.19 20,000,000 5.08Banque Privee Edmond de Rothschild Europe 18,000,000 4.67 18,000,000 4.58 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: Other than payment of commissions to WH Ireland of £10,000 and Lloyd Edwards -Jones S.A.S. of £110,000 pursuant to the original AIM Admission and save asdisclosed in the Admission Document, no person directly or indirectly (otherthan the Company's professional advisers and trade suppliers or save asdisclosed in this document) in the last twelve months received or iscontractually entitled to receive, directly or indirectly, from the Company onor after Admission (excluding in either case persons who are professionaladvisers otherwise than as disclosed in this document and persons who are tradesuppliers) any payment or benefit from the Company to the value of £10,000 ormore in the Company or entered into any contractual arrangements to receive thesame from the Company at the date of Admission. (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: The Company's accounting reference date 31 August. The financial informationrelating to the Company contained in the Admission Document has been prepared to31 August 2007. The Company will publish its half yearly report for the sixmonth period ended 29 February 2008 on or before 31 May 2008. The Company willpublish its audited annual accounts for the period ending 31 August 2008 on orbefore 28 February 2009. The half yearly report for the six month period ended28 February 2009 will be published on or before 31 May 2009. EXPECTED ADMISSION DATE: 13 November 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Beaumont Cornish Limited5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE NAME AND ADDRESS OF BROKER: Beaumont Cornish Limited5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL ORINTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH ASTATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES:Beaumont Cornish Limited 5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE DATE OF NOTIFICATION: 1 November 2007 NEW/ UPDATE: UPDATE This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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