Lansdowne raises another £110,000 via convertibles and targets April 2026 RTO
Lansdowne Oil & Gas has topped up its funding with a further £110,000 of Convertible Loan Notes (CLNs), taking the total outstanding to £440,000. The notes were arranged by joint broker Tavira Financial and placed with existing shareholders. Management says this loan exercise has now raised sufficient funds to see the Company through to a proposed reverse takeover (RTO), which is now expected to complete during April 2026, subject to funding and final documents.
Shares remain suspended on AIM and will only return once an admission document is published and the RTO is approved at the Company’s AGM, or if Lansdowne is readmitted as an investing company. Until then, it’s all about execution: finalising the deal, securing any associated funding and navigating shareholder approvals.
What today’s funding means in plain English
Convertible loan notes are short-term loans that turn into shares later, usually at a set price or a discount. Lansdowne’s notes are unsecured, carry no interest and will convert into new ordinary shares when the RTO completes, provided shareholders approve the necessary share issuance authorities.
The conversion price is the lower of 0.1 pence (the share price at suspension on 21 March 2024) or a 20% discount to the issue price of any shares issued alongside the RTO. That structure keeps cash interest costs at zero, which is helpful for a cash shell, but it does point to dilution for existing holders once the deal completes.
Key numbers at a glance
| New CLN raise | £110,000 |
| Aggregate CLNs outstanding | £440,000 |
| Interest on CLNs | 0% |
| Security | Unsecured |
| Conversion trigger | On completion of RTO (subject to shareholder approvals) |
| Conversion price | Lower of 0.1 pence or 20% discount to RTO issue price |
| Chairman participation | £20,000 (PDMR deal dated 24 February 2026) |
| Litigation claim size | Seeking in excess of US $100 million (ECT arbitration against Ireland) |
| RTO timing | Expected to complete during April 2026 (subject to funding and documentation) |
| Trading status | Suspended on AIM since 21 March 2024; to resume post-transaction or readmission |
Why this raise matters now
Lansdowne has been living within tight means since its Barryroe plans were blocked in 2023 and the Company became a cash shell under AIM Rule 15. Over the last two years these CLNs have provided day-to-day working capital and, crucially, helped the Company secure third-party litigation funding to pursue its Energy Charter Treaty (ECT) arbitration against the Government of Ireland, where it is seeking compensation in excess of US $100 million.
Today’s top-up signals two things. First, the RTO process appears well advanced – management says documentation is in near final form. Second, they believe the current loan pot is sufficient to get over the line, although completion still depends on funding and final paperwork. In other words, the finishing tape is in sight, but not yet crossed.
Terms worth noting: no interest, but likely dilution
Zero-interest, unsecured CLNs are friendly to cash flow. The flip side is equity dilution on conversion, especially with a “lower of” pricing formula that includes a 20% discount to the RTO issue price. If the RTO involves a new equity raise, CLN holders convert at a discount to that raise price, increasing the share count.
Shareholders will also be asked to extend the Company’s share issuance authorities to enable the conversion. That is a standard step, but it’s an explicit gating item alongside the RTO vote.
Related party participation: alignment signal
Non-Executive Chairman Jeffrey Auld subscribed for £20,000 of the CLNs on the same terms as other investors. As a related party transaction, the independent directors – Stephen Boldy and Daniel McKeown – consulted SP Angel (the Company’s Nominated Adviser) and concluded the terms are fair and reasonable for shareholders.
Insider participation doesn’t guarantee success, but it usually reads as a modest alignment marker: leadership is accepting the same conversion mechanics and dilution as other noteholders.
RTO timeline: April 2026 target, with caveats
Management now expects the RTO to complete during April 2026. The qualifier “subject to funding and other matters including finalisation of all relevant documentation” is key. It implies outstanding workstreams likely include final deal terms, any concurrent capital raise, the admission document, and shareholder approvals.
Until the admission document drops, detail on the target business, valuation and structure remains not disclosed. That means investors are flying on instruments for a little longer. Once the document is published, the market will be able to assess the quality and price of the deal, and what the post-transaction company looks like.
How the litigation thread plays into this
Alongside the RTO, Lansdowne continues to pursue its ECT arbitration seeking compensation in excess of US $100 million after Ireland refused a Lease Undertaking for Barryroe in May 2023. The Company previously secured third-party litigation funding to take this forward. The CLN proceeds helped pay for the work needed to get that funding in place.
Outcome and timing on arbitration are not disclosed. If positive, an award would be transformational; if not, the RTO becomes even more central to the equity story. For now, treat any litigation upside as a potential kicker rather than the base case.
My take: balanced progress with clear risks
- Positives: More funding in the door; zero interest keeps cash burn down; documentation “near final”; insider participation; management says the loan pot is now sufficient to see the RTO through.
- Watch-fors: Completion still depends on funding and shareholder approvals; dilution from CLN conversion and any RTO raise; shares remain suspended, so there’s no ability to trade on new information until the admission document lands.
- Wild card: The ECT claim, where the Company is seeking compensation in excess of US $100 million. Not bankable today, but a material upside scenario if it lands.
What to look for next
The next big catalyst is the RTO admission document. Expect fuller disclosure on the target, the deal terms, any concurrent equity raise and the pro forma share count including CLN conversion mechanics. Then comes the shareholder vote at the AGM and, if approved, readmission to trading.
In short, today’s RNS nudges the narrative forward: funding topped up, documents close, April is the working timetable. It’s progress – with the usual caveats attached to AIM deals – and a reminder that the real detail is still to come.
