TIDMTLOU
RNS Number : 2347Z
Tlou Energy Ltd
12 May 2023
TLOU ENERGY LIMITED
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN THE UNITED STATES, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW
ORDINARY SHARES OF TLOU ENERGY LIMITED IN ANY JURISIDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
12 May 2023
Tlou Energy Limited
("Tlou" or "the Company")
Tlou launches a partially underwritten non-renounceable
entitlement offer to raise up to A$10.65 million (GBP5.86 million;
BWP 92.6 million)
Key Points:
-- Entitlement Offer for 4 new ordinary shares of no par
value ("Ordinary Shares") for every 11 Ordinary
Shares held, at a price of A$0.035 per share
(GBP0.02, BWP0.30) to raise approximately A$10.65
million (GBP5.86 million; BWP 92.6 million) (the
"Entitlement Offer");
-- The Entitlement Offer is partially underwritten for
A$5m (GBP2.75m, BWP43.5m) by ILC Investments Pty Ltd
(this entity was formerly known as IC Australia (No
2) Pty Ltd);
-- Certain Directors are participating in the
Entitlement Offer with commitments in place for a
minimum of A$392,760; and
-- Funds raised and existing capital will go towards
development of Tlou's power projects, including:
drilling of gas production wells; construction of
transmission line and substations to connect the
Lesedi project to the electricity grid; land purchase
and construction of an operations and generation
facility; as well as general working capital
requirements.
Tlou Energy Limited, the ASX, AIM and BSE listed company focused
on generating power in Botswana for supply into the local and
regional power markets, is pleased to announce a partially
underwritten entitlement offer of up to 304,156,361 new Offer
Shares at a price of A$0.035 per share (GBP0.02, BWP0.30) (the
"Issue Price") to raise approximately A$10.65 million
(approximately GBP5.86 million; BWP 92.6 million)). Eligible
Shareholders may subscribe for 4 fully paid ordinary shares for
each 11 fully paid ordinary shares held at 7.00 pm (AEST) / 6.00 pm
(BST) / 6.00 pm (CAT) on 18 May 2023 (the "Record Date").
Use of Funds
The net proceeds of the Entitlement Offer, along with existing
cash, will mainly be applied by Tlou towards:
-- construction of transmission line and substations to connect
the Lesedi project to the electricity grid;
-- drilling of gas production wells;
-- land purchase and construction of an operations and generation facility; and
-- general working capital.
The Company's operations are continuing in Botswana. Gas
continues to be produced at the Lesedi 4 production pod and
drilling of the next production well Lesedi 6, commenced in April
2023. Lesedi 6 is located to the southwest and parallel to Lesedi 4
and will comprise one vertical production well intersected by two
lateral wells drilled horizontally through the target reservoir
section for several hundred metres.
The objective is to increase the volume of gas available to the
Company for power generation. Once Lesedi 6 is drilled and
completed, dewatering will commence and thereafter the well should
start to establish an indicative gas flow rate.
Lesedi 6 is the first well of a proposed drilling program to
expand gas production at the Lesedi power project. Gas flows from
Lesedi 6 are planned to be converted to electricity under a 10MW
Power Purchase Agreement (PPA) signed with Botswana Power
Corporation (BPC) once the transmission line, substations and
associated electrical infrastructure are in place.
Construction of the 100km transmission lines is well advanced
and scheduled to be completed in the coming months. Work has
commenced on the electrical substations to be built at either end
of the 100km line and is expected to be completed early in 2024. In
addition, plans are in place to develop the generation site and
associated infrastructure including gas gathering later this year.
Subject to results, funding from this Entitlement Offer and
subsequent capital raisings, the target is to complete all the
above to facilitate grid connection and sale of first power in 2Q
2024.
Funds will also be used to cover working capital requirements
including general and administrative costs across the Company's
three stock exchange listings on ASX, AIM and BSE.
The above is a statement of the Board's current intentions as at
the date of this announcement. However, Shareholders should note
that, as with any budget, the allocation of funds set out above may
change depending on a number of factors, including the outcome of
operational and development activities, regulatory developments,
available capital, market and general economic conditions and
environmental factors. In light of this, the Board reserves the
right to alter the way the funds are applied.
Entitlement Offer
The Entitlement Offer will entitle each eligible holder to
acquire, at their sole discretion and at an issue price of A$0.035
or GBP0.02 or BWP0.30 per Offer Share (the "Issue Price"), 4 fully
paid ordinary shares for every 11 fully paid existing ordinary
shares held at 7.00 pm (AEST) / 6.00 pm (BST) / 6.00 pm (CAT) on 18
May 2023 (the "Record Date").
Shareholders whose address on the Company's register of members
is in the United Kingdom, Botswana, Australia or New Zealand or are
a Shareholder that the Company has otherwise determined (in its
absolute discretion) are eligible to participate in the Entitlement
Offer. The Entitlement Offer is being conducted in accordance with
section 708AA of the Corporations Act, as notionally modified by
ASIC Corporations (Non-Traditional Rights Issues) Instrument
2016/84. The Offer will be made available to Shareholders who are
resident in Botswana subject to the Company receiving approval from
the BSE.
The Issue Price is the same as the closing price on the ASX on
11 May 2023 and represents a discount of 13% to the closing price
on AIM on 11 May 2023, being the latest practicable date prior to
the date of this announcement. The maximum number of shares
available to be subscribed for under the Entitlement Offer is
304,156,361 ordinary shares and the Entitlement Offer will raise
A$10.65 million (GBP5.86 million; BWP 92.6 million) if fully
subscribed. The Offer Shares issued under the Entitlement Offer
will rank equally with existing ordinary shares including the right
to receive all dividends and other distributions declared, made or
paid after their date of issue.
Excess Application Facility
Eligible Shareholders who take up their full entitlement will be
invited to apply for excess Offer Shares in the Entitlement Offer
from a pool of those not taken up by other eligible Shareholders
("Excess Application Facility"). There is no guarantee that
applicants under the Excess Application Facility will receive all
or any of the excess shares they apply for and the Company retains
absolute discretion as to the allocation of the shares under the
Excess Application Facility.
The Entitlement Offer will not be open to Shareholders who have
registered addresses in countries outside United Kingdom, Botswana,
Australia or New Zealand where regulatory requirements make
participation by the Shareholder unlawful or impracticable. The
Offer will be made available to Shareholders who are resident in
Botswana subject to the Company receiving approval from the
BSE.
Entitlements are non-renounceable and will not be tradeable on
ASX, AIM, or BSE or otherwise transferable. Eligible Shareholders
who do not take up their entitlements will not receive any value in
respect of those entitlements that they do not take up (and their
shareholding in Tlou Energy will be diluted).
Shareholders who are not eligible to receive entitlements will
not receive any value in respect of the entitlements they would
have received had they been eligible (and their shareholding in
Tlou Energy will be diluted).
A prospectus in relation to the Rights Issue was lodged with
ASIC on 12 May 2022. Eligible Shareholders will receive a
Prospectus ("Prospectus") including a personalised entitlement and
acceptance form which will provide further details of how to
participate in the Entitlement Offer. The Prospectus and
personalised entitlement forms will be sent to eligible
Shareholders on 23 May 2023.
Further details of the Entitlement Offer are set out in the
Prospectus which will be lodged with the ASX and be available on
the Company's website www.tlouenergy.com from 12 May 2023.
Underwriting Agreement and Related Party transaction
The Entitlement Offer is partially underwritten pursuant to an
underwriting agreement with ILC Investment Pty Ltd ("the
Underwriter") for up to A$5m (GBP2.75m, BWP43.5m) (being a total of
142,857,142 Offer Shares). The Underwriter's obligations to
underwrite any shortfall under the offer are subject to terms and
conditions which are customary for these types of agreements and
disclosed in the Prospectus.
The Underwriter, Dr Ian Campbell and associated entities will
not be subscribing for any shares under their Entitlement. However,
pursuant to the Underwriting Agreement, the Underwriter will
subscribe for such number of New Shares, up to a maximum of
142,857,142, that would result in the total number of New Shares
being issued equating to 304,156,361 or as close to that number as
possible without exceeding it.
The Underwriter is a substantial Shareholder in the Company and
is therefore a related party as defined in the AIM Rules for
Companies. The Directors consider, having consulted with Tlou's
nominated adviser, Grant Thornton UK LLP, that the terms of the
Underwriter's subscription for shares under the Underwriting
Agreement are fair and reasonable insofar as the Company'
Shareholders are concerned.
Entitlement Offer Shortfall
To the extent the Entitlement Offer Shares are not taken up by
Shareholders (including via the Excess Application Facility) the
Company may seek to place those unsubscribed Entitlement Offer
Shares with investors at the Issue Price. The Directors reserve the
right to place any shortfall under the Offer within 3 months at a
price no lower than the Issue Price.
The Company's allocation policy and the identity of the
recipients of any shortfall Entitlement Offer Shares allocated,
will be determined on a case-by-case basis at the time of issue and
in the Company's discretion. No decision has been made in relation
to the allocation of any shortfall Entitlement Offer Shares but
noting that existing Eligible Shareholders will have had the
opportunity to subscribe for in excess of their Entitlement Offer
there is a likelihood that the Company will engage with new
investors, the identities of which are not yet known.
Directors' participation in the Entitlement Offer
Certain Directors of the Company (shown in the table below) have
committed to participating in the Entitlement Offer by subscribing
for a minimum investment between them of A$392,760. The Directors
reserve their rights to subscribe for their full Entitlements. The
Directors' beneficial interests in the capital of the Company at
the date of the Prospectus and intention to participate in the
Offer, are as follows:
Director Number of % Voting Power Entitlement Committed to Maximum number Maximum % Voting
Shares invest under of shares Power at close
currently held the Offer as a of the Offer*
minimum
================= =============== =============== ============ =============== =============== =================
Tony Gilby 41,000,000 4.90% 14,909,090 9,000,000 50,000,000 4.38%
=============== =============== ============ =============== =============== =================
Hugh Swire 11,065,921 1.32% 4,023,971 1,000,000 12,065,921 1.06%
=============== =============== ============ =============== =============== =================
Colm Cloonan 3,359,684 0.40% 1,221,703 1,221,703 4,581,387 0.40%
=============== =============== ============ =============== =============== =================
Gabaake Gabaake 385,999 0.05% 140,363 - 385,999 0.03%
=============== =============== ============ =============== =============== =================
Martin McIver 1,097,816 0.13% 399,205 - 1,097,816 0.10%
=============== =============== ============ =============== =============== =================
Note: This table assumes no performance rights vest during the offer period.
Tony Gilby holds 750,000 performance rights
Hugh Swire holds 500,000 performance rights
Colm Cloonan holds 4,750,000 performance rights
Gabaake Gabaake holds 2,750,000 performance rights
Martin McIver holds 750,000 performance rights
* Assumes take up of minimum committed amounts under the Offer,
no performance rights vest and that no Convertible Notes are
converted before the Record Date
Entitlement Offer Timetable
Event Date
Announcement of Offer Friday, 12 May 2023
-----------------------
Ex-date Wednesday, 17 May
2023
-----------------------
Record Date for determining Entitlements
(7.00pm AEST in respect of Eligible Shareholders
and 6.00pm (BST and CAT) in respect of Eligible Thursday, 18 May
Depositary Interest Holders) 2023
-----------------------
Prospectus and entitlement and acceptance
forms despatched to Shareholders
Entitlements and Excess CREST Entitlements
credited to stock accounts of Eligible Depositary
Interest Holders
Opening date for the Offer Tuesday, 23 May 2023
-----------------------
Recommended latest time for requesting withdrawal
of Entitlements from CREST (to satisfy bona
fide market claim only) 4.30pm on Tuesday, 30 May 2023
-----------------------
Latest time and date for depositing Entitlements
into CREST (to satisfy bona fide market
claim only) 3.00pm on Tuesday, 30 May 2023
-----------------------
Last day to extend the Closing Date of the
Offer Monday, 5 June 2023
-----------------------
Closing date - AIM: latest time and date
for settlement of CREST application and
payment in full under the Offer (1pm BST)
Closing date - BSE: latest time and date
for settlement of BSE applications and payment Wednesday, 7 June
in full under the Offer (1pm CAT) 2023
-----------------------
Closing Date - ASX: latest time and date
for settlement of applications and payment Thursday, 8 June
in full under the Offer (5pm AEST) 2023
-----------------------
Securities quoted on a deferred settlement
basis. Friday, 9 June 2023
-----------------------
Announcement of results of the Offer and Tuesday, 13 June
shortfall (if any) 2023
-----------------------
Shortfall settlement (if any) Wednesday, 14 June
2023
-----------------------
Issue date and lodgement of Appendix 2A
with ASX applying for quotation of the New Thursday, 15 June
Shares 2023
-----------------------
Trading in New Shares commences Friday, 16 June 2023
-----------------------
Note: These dates are indicative only and subject to change.
Subject to the Corporations Act, the Listing Rules, the AIM Rules
and other applicable laws, the Company has the right to vary these
dates without notice, including to close the Offer early or accept
late Applications, either generally or in particular cases.
Definitions
Capitalised terms, where not otherwise defined, shall have the
same meaning as set out in the Prospectus that is expected to be
published on 23 May 2023.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
By Authority of the Board of Directors
Mr. Anthony (Tony) Gilby
Managing Director
****
For further information regarding this announcement please
contact:
Tlou Energy Limited +61 7 3040 9084
Tony Gilby, Managing Director
---------------------
Solomon Rowland, General Manager
---------------------
Grant Thornton (Nominated Adviser) +44 (0)20 7383 5100
---------------------
Harrison Clarke, Colin Aaronson, Ciara Donnelly
---------------------
Zeus Capital (UK Broker) +44 (0)20 3829 5000
---------------------
Simon Johnson
---------------------
Public Relations
---------------------
Ashley Seller +61 418 556 875
---------------------
About Tlou
Tlou is developing energy solutions in Sub-Saharan Africa
through gas-fired power and ancillary projects. The Company is
listed on the ASX (Australia), AIM (UK) and the BSE (Botswana). The
Lesedi Gas-to-Power Project ("Lesedi") is 100% owned and is the
Company's most advanced project. Tlou's competitive advantages
include the ability to drill cost effectively for gas, operational
experience and Lesedi's strategic location in relation to energy
customers. All major government approvals have been achieved.
Forward-Looking Statements
This announcement may contain certain forward-looking
statements. Actual results may differ materially from those
projected or implied in any forward-looking statements. Such
forward-looking information involves risks and uncertainties that
could significantly affect expected results. No representation is
made that any of those statements or forecasts will come to pass or
that any forecast results will be achieved. You are cautioned not
to place any reliance on such statements or forecasts. Those
forward-looking and other statements speak only as at the date of
this announcement. Save as required by any applicable law or
regulation, Tlou Energy Limited undertakes no obligation to update
any forward-looking statements.
IMPORTANT NOTICE
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to Tlou Energy Limited (the "Company"), nor
does it constitute or contain any invitation or offer to any
person, or any public offer, to subscribe for, purchase or
otherwise acquire any shares in the Company or advise persons to do
so in any jurisdiction, nor shall it, or any part of it form the
basis of or be relied on in connection with any contract or as an
inducement to enter into any contract or commitment with the
Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA").
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Canada, the Republic of South Africa, Japan or any jurisdiction
where to do so might constitute a violation of local securities
laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company.
Grant Thornton UK LLP ("Grant Thornton") is acting solely as
nominated adviser exclusively for the Company and no one else in
connection with the contents of this announcement and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the contents of this
announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Grant Thornton by FSMA or the
regulatory regime established thereunder, Grant Thornton accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement respect, whether as to the past
or the future. Grant Thornton accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this announcement or any such
statement.
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