TIDMTLOU
RNS Number : 6411D
Tlou Energy Ltd
22 June 2023
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
22 June 2023
Tlou Energy Limited
("Tlou" or "the Company")
Update - Results of Entitlement Offer
On 20 June 2023, Tlou announced the results of an Entitlement
Offer which raised circa A$6.58m ( GBP 3.65m, BWP 57.1m) including
A$1.58 from existing holders and A$5m from the Underwriter, through
the issue of 188,153,028 new ordinary shares of no par value
("Ordinary Shares") comprising the Offer Shares and the Shortfall
Shares. The Company announces that the final number of new Ordinary
Shares issued is in fact 188,153,031.
Admission and dealings
Application has been made for the quotation of the 188,153,031
new Ordinary Shares to trading on ASX, AIM and BSE, with admission
to trading on AIM and BSE expected to occur on or around 8.00 am
(BST) and 8.00 am (CAT) on Friday 23 June 2023; the ASX quotation
took place on Thursday 22 June 2023.
The final results from the Offer are summarised below:
Funds Raised AUD Funds Raised GBP Funds Raised BWP Offer Shares
equivalent equivalent
Entitlements taken up 1,585,356 905,917 13,588,761 45,295,889
----------------- --------------------------- --------------------------- -------------
Underwriter subscription 5,000,000 2,750,000 43,500,000 142,857,142
----------------- --------------------------- --------------------------- -------------
Total 6,585,356 3,655,917 57,088,761 188,153,031
----------------- --------------------------- --------------------------- -------------
Following the issue of the Shortfall Shares, the underwriter,
ILC Investment Pty Ltd will hold 357,142,856 Ordinary Shares
representing approximately 34.86% of the Company.
Total Voting Rights
Following admission of 188,153,031 new Ordinary Shares, the
total number of voting rights of the Company's Ordinary Shares will
be 1,024,583,025. This figure of 1,024,583,025 Ordinary Shares may
be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Directors' holdings
Directors have subscribed for New Shares as follows:
Director Number of shares Resultant holding Percentage of the
subscribed enlarged issued
share capital.
Anthony Gilby 9,000,000 50,000,000 4.88%
----------------- ------------------ ------------------
Colm Cloonan 1,221,703 4,581,387 0.45%
----------------- ------------------ ------------------
Hugh Swire 1,000,000 12,065,921 1.18%
----------------- ------------------ ------------------
Further information is set out in the PDMR forms below.
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.
Notification of Transactions of Persons Discharging Managerial
Responsibility and Persons Closely Associated with them
1 Details of the person discharging managerial responsibility
/ person closely associated
a) Name Colm Cloonan
------------------------------------- -------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Finance Director
------------------------------------- -------------------------
b) Initial notification/amendment Initial notification
------------------------------------- -------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Tlou Energy Limited
------------------------------------- -------------------------
b) LEI 213800SHI2BVAY1A4L52
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
Description Ordinary shares of no par value each in
of the the capital of the Company
financial
instrument,
type of
instrument
a) Identification code Ordinary share ISIN: AU000000TOU2
------------------------- ----------------------------------------------
b) Nature of transaction Purchase of new ordinary shares pursuant
to an Entitlement Offer
------------------------- ----------------------------------------------
Price(s) Volume(s)
------------------------- -------------------
Ordinary
Shares issued
c) Price(s) and volume(s) for A$0.035 1,221,703
------------------------- -------------------
Aggregated information
--------------------------------------------------------------------------------
Aggregated
volume
---------------------------------------------------- --------------------------
d) Price
---------------------------------------------------- -------------------
e) Date of 22 June 2023
transaction
------------------------- ----------------------------------------------
f) Place of Outside a trading venue
transaction
------------------------- ----------------------------------------------
1 Details of the person discharging managerial responsibility
/ person closely associated
a) Name Anthony Gilby
----------------------------------- ---------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Chief Executive Officer
----------------------------------- ---------------------------
b) Initial notification/amendment Initial notification
----------------------------------- ---------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Tlou Energy Limited
----------------------------------- ---------------------------
b) LEI 213800SHI2BVAY1A4L52
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
Description Ordinary shares of no par value each in
of the the capital of the Company
financial
instrument,
type of
instrument
a) Identification code Ordinary share ISIN: AU000000TOU2
------------------------- ----------------------------------------------
b) Nature of transaction Purchase of new ordinary shares pursuant
to an Entitlement Offer
------------------------- ----------------------------------------------
Price(s) Volume(s)
------------------------- -------------------
Ordinary
Shares issued
c) Price(s) and volume(s) for A$0.035 9,000,000
------------------------- -------------------
Aggregated information
--------------------------------------------------------------------------------
Aggregated
volume
---------------------------------------------------- --------------------------
d) Price
---------------------------------------------------- -------------------
e) Date of 22 June 2023
transaction
------------------------- ----------------------------------------------
f) Place of Outside a trading venue
transaction
------------------------- ----------------------------------------------
1 Details of the person discharging managerial responsibility
/ person closely associated
a) Name Hugh Swire
------------------------------------ --------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------------ --------------------------
b) Initial notification/amendment Initial notification
------------------------------------ --------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Tlou Energy Limited
------------------------------------ --------------------------
b) LEI 213800SHI2BVAY1A4L52
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
Description Ordinary shares of no par value each in
of the the capital of the Company
financial
instrument,
type of
instrument
a) Identification code Ordinary share ISIN: AU000000TOU2
------------------------- ----------------------------------------------
b) Nature of transaction Purchase of new ordinary shares pursuant
to an Entitlement Offer
------------------------- ----------------------------------------------
Price(s) Volume(s)
------------------------- -------------------
Ordinary
Shares issued
c) Price(s) and volume(s) for A$0.035 1,000,000
------------------------- -------------------
Aggregated information
--------------------------------------------------------------------------------
Aggregated
volume
---------------------------------------------------- --------------------------
d) Price
---------------------------------------------------- -------------------
e) Date of 22 June 2023
transaction
------------------------- ----------------------------------------------
f) Place of Outside a trading venue
transaction
------------------------- ----------------------------------------------
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END
UPDNKBBDQBKDFAB
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June 22, 2023 10:22 ET (14:22 GMT)
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