TIDMTLOU
RNS Number : 9100W
Tlou Energy Ltd
15 December 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
15 December 2023
Tlou Energy Limited
("Tlou" or "the Company")
Non-renounceable entitlement offer to ASX and BSE shareholders
to raise up to A$13.3 million (BWP 118 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 ( BWP0.31 ) to raise approximately A$13.3
million (BWP 118 million) (the "Entitlement Offer") ;
-- The offer is open to ASX and BSE shareholders only;
-- Certain Directors are participating in the Entitlement Offer
with commitments in place for a minimum of A$613,308; and
-- Funds raised and existing capital will go towards development
of Tlou's Lesedi power project and working capital.
Tlou Energy Limited is pleased to announce an entitlement offer
of up to 379,629,948 new Offer Shares at a price of A$0.035 per
share (BWP0.31) (the "Issue Price") to raise approximately A$13.3
million (approximately BWP 118 million)). Eligible Shareholders may
subscribe for 4 fully paid ordinary shares for each 11 fully paid
ordinary shares held at 7.00 pm (AEST) on 20 December 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 achieving Lesedi power
project power grid connectivity in Botswana, including expenditure
relating to:
-- Transmission line and substations
-- Drilling, field operating costs, gas gathering, generation
-- Corporate expenditure and working capital.
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 BWP0.31 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) on 20 December 2023 (the "Record Date").
Shareholders who hold shares on the Record Date, who have a
registered address on the Company's register of members in
Botswana, Australia or New Zealand are eligible to participate in
the Entitlement Offer. 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 a 9% premium to the closing price on the ASX
on 14 December 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 379,629,948
ordinary shares and the Entitlement Offer will raise A$13.3 million
(BWP 118 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, and the Company will apply for quotation of the Offer
Shares
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.
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).
An Offer Booklet in relation to the Rights Issue was lodged with
ASX on 15 December 2023. Eligible Shareholders will receive an
Offer Booklet including a personalised entitlement and acceptance
form which will provide further details of how to participate in
the Entitlement Offer. The Offer Booklet and personalised
entitlement forms will be sent to eligible Shareholders on 22
December 2023.
Further details of the Entitlement Offer are set out in the
Offer Booklet and Presentation lodged with the ASX and be available
on the Company's website www.tlouenergy.com from 15 December
2023.
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$613,308. 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 Offer and intention to participate in the Offer,
are as follows:
Director Number of Shares currently Current % Voting Power Entitlement Committed to invest under
held the Offer as a minimum
================= ============================= ======================= ============ =============================
Tony Gilby 50,000,000 4.79% 18,181,818 14,285,714
============================= ======================= ============ =============================
Hugh Swire 12,065,921 1.16% 4,387,607 1,428,571
============================= ======================= ============ =============================
Colm Cloonan 4,581,387 0.44% 1,665,958 1,665,958
============================= ======================= ============ =============================
Gabaake Gabaake 385,999 0.04% 140,363 0
============================= ======================= ============ =============================
Martin McIver 1,097,816 0.11% 399,205 142,857
============================= ======================= ============ =============================
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 Entitlement Offer, Friday, 15 December 2023
Appendix 3B, and Offer Booklet
-------------------------------
Ex date Tuesday, 19 December 2023
-------------------------------
Record Date Wednesday, 20 December 2023
-------------------------------
Opening Date Friday, 22 December 2023
Dispatch of Offer Booklet and Entitlement
and Acceptance Forms
-------------------------------
Last day to extend the Closing Date Tuesday, 9 January 2024
(before noon)
-------------------------------
Closing Date 5.00pm (Brisbane time) Friday,
12 January 2024 for ASX
holders
1.00pm CAT Thursday, 11
January 2024 for BSE holders
-------------------------------
New Shares quoted on a deferred settlement Monday, 15 January 2024
basis
-------------------------------
Announcement of results of Entitlement Wednesday, 17 January 2024
Offer
-------------------------------
Issue of New Shares under Entitlement Friday, 19 January 2024
Offer
Lodgement of Appendix 2A applying for
quotation of the new shares
-------------------------------
Quotation of New Shares under Entitlement Monday, 22 January 2024
Offer
-------------------------------
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 Offer Booklet published on 15
December 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
----------------------
Investor Relations
----------------------
Ashley Seller (Australia) +61 418 556 875
----------------------
FlowComms Ltd - Sasha Sethi (UK) +44 (0) 7891 677 441
----------------------
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, an offer
booklet or 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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