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
5 February 2024
Tlou Energy Limited
("Tlou" or "the Company")
Results of Entitlement Offer
On 15 December 2023 Tlou Energy Limited, the ASX, AIM and BSE listed company announced a pro-rata non-renounceable entitlement offer ("Offer") for the issue of up to 379,629,948 new shares ("Offer Shares") at a price of A$0.035 per Offer Share (BWP0.31) ("Issue Price") to raise approximately A$13.3 million (approximately BWP 118 million).
Pursuant to the Offer, Eligible Shareholders were invited to subscribe for 4 fully paid ordinary shares for each 11 fully paid ordinary shares held at the Record Date.
Eligible shareholders who subscribed for their full entitlement under the Offer were invited to subscribe for Offer Shares in excess of their entitlement (Excess Shares) to the extent there was a shortfall between the total number of Offer Shares applied for and the maximum number of Offer Shares available under the Offer, noting that the offer was not open to AIM holders.
The Offer closed on 31 January 2024 and the Company is pleased to announce that it has received valid applications under the Offer for 32,554,360 Offer Shares, raising approximately A$1,139,403 (BWP10,091,852).
Following the close of the Offer, there is a shortfall of approximately A$12.1 million (BWP108 million) representing approximately 347 million New Shares not taken up by Eligible Shareholders. No Shareholder Applications were scaled back.
As stated in the Offer Booklet, the Directors have the right to place the shortfall Offer Shares at their absolute discretion within three months of the Offer Closing Date, subject to any restrictions imposed by the Corporations Act and the Listing Rules. To this end, the Directors are in discussions with potential investors including strategic Botswana and UK parties.
The final results from the Offer are summarised below:
|
| A$ | Offer Shares |
| Entitlements taken up | 1,139,403 | 32,554,360 |
| Shortfall | 12,147,646 | 347,075,588 |
The Directors subscribed for 19,237,386 new shares (~A$673,308) under the Offer.
The Company's largest shareholder, ILC Investments Pty Ltd did not participate in the Offer, indicating a preference for further financial support through current and further debt arrangements.
Application will be made for the quotation of the 32,554,360 new Offer 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 (GMT) and 8.00 am (CAT) on Friday 9 February 2024 and ASX quotation on or around Thursday 8 February 2024.
Details of Director Subscriptions
The following Directors have subscribed for shares under the Offer:
| Director | Number of shares subscribed | Resultant holding | Percentage of the enlarged issued share capital. |
| Anthony Gilby | 16,000,000 | 66,000,000 | 6.13% |
| Hugh Swire | 1,428,571 | 13,494,492 | 1.25% |
| Colm Cloonan | 1,665,958 | 6,247,345 | 0.58% |
| Martin McIver | 142,857 | 1,240,673 | 0.12% |
Further information is set out in the PDMR forms below.
Total Voting Rights
Following quotation of the Offer Shares, the total number of voting rights of the Company's ordinary shares will be 1,076,536,717. This figure of 1,076,536,717 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.
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.
Further Information
If you have any questions in relation to any of the above matters, please contact the Company Secretary at either offer@tlouenergy.com or +61 7 3040 9084, Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.
By Authority of the Board of Directors
Mr. Anthony (Tony) Gilby
Managing Director
****
For further information regarding this announcement please contact:
For further information regarding this announcement please contact:
| Tlou Energy Limited | +61 7 3040 9084 |
| Tony Gilby, Managing Director |
|
| Solomon Rowland, General Manager |
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| Grant Thornton (Nominated Adviser) | +44 (0)20 7383 5100 |
| Harrison Clarke, Colin Aaronson, Ciara Donnelly |
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| 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, 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 | Anthony Gilby |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer and Managing 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 |
|
a) |
Description of the financial instrument, type of instrument |
Ordinary shares of no par value each in the capital of the Company | |
|
Identification code |
Ordinary share ISIN: AU000000TOU2 | ||
|
b) |
Nature of transaction |
Subscription for new shares under an Entitlement Offer | |
|
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
| Ordinary Shares issued for A$0.035 | 16,000,000 | ||
|
d) |
Aggregated information | ||
|
Aggregated volume |
N/A | ||
|
Price | N/A
| ||
|
e) |
Date of transaction | 31 January 2024
| |
|
f) |
Place of transaction |
Outside a trading venue | |
| 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 |
|
a) |
Description of the financial instrument, type of instrument |
Ordinary shares of no par value each in the capital of the Company | |
|
Identification code |
Ordinary share ISIN: AU000000TOU2 | ||
|
b) |
Nature of transaction |
Subscription for new shares under an Entitlement Offer | |
|
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
| Ordinary Shares issued for A$0.035 | 1,428,571 | ||
|
d) |
Aggregated information | ||
|
Aggregated volume |
N/A | ||
|
Price | N/A
| ||
|
e) |
Date of transaction | 31 January 2024
| |
|
f) |
Place of transaction |
Outside a trading venue | |
| 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 |
|
a) |
Description of the financial instrument, type of instrument |
Ordinary shares of no par value each in the capital of the Company | |
|
Identification code |
Ordinary share ISIN: AU000000TOU2 | ||
|
b) |
Nature of transaction |
Subscription for new shares under an Entitlement Offer | |
|
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
| Ordinary Shares issued for A$0.035 | 1,665,958 | ||
|
d) |
Aggregated information | ||
|
Aggregated volume |
N/A | ||
|
Price | N/A
| ||
|
e) |
Date of transaction | 31 January 2024
| |
|
f) |
Place of transaction |
Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibility / person closely associated
| |
|
a) |
Name | Martin McIver
|
| 2 | Reason for the notification | |
|
a) |
Position/status | Chairman |
|
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 |
|
a) |
Description of the financial instrument, type of instrument |
Ordinary shares of no par value each in the capital of the Company | |
|
Identification code |
Ordinary share ISIN: AU000000TOU2 | ||
|
b) |
Nature of transaction |
Subscription for new shares under an Entitlement Offer | |
|
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
| Ordinary Shares issued for A$0.035 | 142,857 | ||
|
d) |
Aggregated information | ||
|
Aggregated volume |
N/A | ||
|
Price | N/A
| ||
|
e) |
Date of transaction | 31 January 2024
| |
|
f) |
Place of transaction |
Outside a trading venue | |
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