25th Oct 2007 17:08
AIM25 October 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 AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED:Leni Gas & Oil Plc was floated on AIM in March 2007 to identify and acquire a number of projects in the oil andgas sector with particular emphasis on projects that are in production or with previously explored hydrocarbons. The Company announced today that it has entered into a conditional agreement to purchase the entire issued sharecapital of Compagnine Petrolifera De Sedano from Ascent Resources PLC for: (i) EUR 2,250,000 (two million twohundred and fifty thousand Euros) and; (ii) eight million Ordinary Shares (which at the closing share price of7.375p per share as at the close of business on 24 October 2007 represents a value of £590,000). Therefore thetotal consideration for 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 gasin Spain, ,principally the operation of 11 production wells in the Ayoluengo Field, the only onshore oil field inSpain. Under the terms of the Acquisition Agreeement, Ascent has agreed to procure that the legal ownership ofthe La Lora License and the Exploration Licenses (to the extent not already vested in CpS) are transferred to thecompany and all royalties, net proceeds and returns derived from the La Lora License and the Exploration Licensesaccrue to the Company with effect from 1 August 2007. The La Lora Licence is subject to an external 11.25 percent. beneficial interest as referred to below. Ascent has further granted the Company an option to acquire a 40per cent participating interest in the interest that Ascent holds in relation to Seeland-Frienisberg Permit inSwitzerland. The Acquisition constitutes a Reverse Takeover under the AIM Rules due to the size of the transaction in relationto the size of the Company and is therefore conditional (inter alia) upon the approval of Shareholders. This willresult in the change in status of the Company from an investing company to an operating company with a materialtrading activity. A Reverse Takeover also involves the cancellation of the Company's shares from trading on AIMand a new application to 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 TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as 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 46.26 per cent. DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED:N/A FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known):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 OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis 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 2.54 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 pursuantto the original AIM Admission and save as disclosed in the Admission Document, no person directly or indirectly(other than the Company's professional advisers and trade suppliers or save as disclosed in this document) in thelast twelve months received or is contractually entitled to receive, directly or indirectly, from the Company onor after Admission (excluding in either case persons who are professional advisers otherwise than as disclosed inthis document and persons who are trade suppliers) any payment or benefit from the Company to the value of£10,000 or more in the Company or entered into any contractual arrangements to receive the same from the Companyat 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 information relating to the Company contained inthe Admission Document has been prepared to 31 August 2007. The Company will publish its half yearly report forthe six month period ended 29 February 2008 on or before 31 May 2008. The Company will publish its audited annualaccounts for the period ending 31 August 2008 on or before 28 February 2009. The half yearly report for the sixmonth period ended 28 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 OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES:Beaumont Cornish Limited5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE DATE OF NOTIFICATION:25 October 2007 NEW/ UPDATE:New This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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