REG - Tlou Energy Ltd - Placement of Entitlement Offer Shortfall

TLOU EnergyAnnouncement

26/03/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240326:nRSZ2287Ia&default-theme=true

RNS Number : 2287I  Tlou Energy Ltd  26 March 2024

 

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

 

 

26 March 2024

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Placement of Entitlement Offer Shortfall

 

 

Ø Placement of Entitlement Offer shortfall shares has raised approximately
A$6.2m (BWP55m or £3.2m) before costs

Ø Botswana Public Officers Pension Fund (BPOPF) have increased their
shareholding to 16.63%

Ø Funds received will be used to advance the Lesedi power project towards
first power generation

 

On 15 December 2023 Tlou Energy Limited 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 (equivalent to BWP0.31
or £0.018,).

 

Eligible Shareholders were invited to subscribe for 4 fully paid ordinary
shares for each 11 fully paid ordinary shares held at the Record Date. The
Offer closed on 31 January 2024 with applications for 32,554,360 Offer Shares,
raising approximately A$1,139,403.

 

The Company is pleased to advise that it has received commitments totalling
~A$6,215,879 for 177,596,534 new shares ("Shortfall Shares") that were not
taken up under the Offer. The Shortfall Shares will be issued at the same
price as the Offer Shares.

 

 

Following the placement of Shortfall Shares the results from the Offer are
summarised below:

                                         Shares
 Total shares available under the Offer  379,629,948
 Entitlements taken up                   32,554,360
 Shortfall Shares                        177,596,534
 Balance                                 169,479,054

Under the Offer, the balance of 169,479,054 shares can be placed prior to 30
April 2024.

 

Botswana Public Officers Pension Fund (BPOPF) have subscribed for 161,290,323
Shortfall Shares amounting to BWP50m (~A$5.65m) bringing their shareholding to
208,521,092 shares representing 16.63% of the Company.

 

Application will be made for the quotation of the 177,596,534 Shortfall Shares
to trading on ASX, AIM and BSE, with ASX quotation on or around Tuesday 2
April 2024 and admission to trading on AIM and BSE expected to occur on or
around 8.00 am (GMT) and 8.00 am (CAT) on Wednesday 3 April 2024.

 

Total Voting Rights

Following quotation of the Shortfall Shares, the total number of voting rights
of the Company's ordinary shares will be 1,254,133,251. This figure of
1,254,133,251 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:

 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, 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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEDELFLZXLEBBD