REG - Tlou Energy Ltd - Non-Renounceable Entitlement Offer Extension

TLOU EnergyAnnouncement

08/01/2024 07:00

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RNS Number : 9249Y  Tlou Energy Ltd  08 January 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

 

8 January 2024

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Extension of Closing Date for Non-Renounceable Rights Issue to ASX and BSE
shareholders to raise up to A$13.3 million (~BWP 118 million)

 

 

Further to its announcement of 15 December 2023, Tlou Energy Limited advises
that the closing date for the a pro-rata non-renounceable entitlement offer of
four (4) New Shares for every 11 Shares held at an issue price of $0.035
(equivalent to BWP 0.31) per New Share to raise approximately $13.3 million
(~BWP 118 million) (before costs) (Offer) has been extended to Wednesday, 31
January 2024 to allow extra time for Eligible Shareholders to take up their
entitlements.

Eligible Shareholders who take up their full entitlement may subscribe for
additional shares beyond their Entitlement on the basis that some existing
Shareholders may fail to fully take up their Entitlement.

 

A revised timetable can be found at Schedule 1 of this announcement.

 

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.

 

Further details of the Offer, including details on how to accept the Offer and
key risks associated with an  investment  in  the  Company  are  set
out  in  the  Offer Booklet  published  on  ASX  on  15 December
2023.  Eligible  Shareholders  should  read  the  Offer Booklet
carefully  and  consult  their  professional advisors as necessary.

 

 

 

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.

 

Schedule 1   -           Revised Indicative Timetable

 

 Event                                                                       Date
 Announcement of Entitlement Offer, Appendix 3B, and Offer Booklet           Friday, 15 December 2023
 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
 Revised Last day to extend the Closing Date                                 Thursday, 25 January 2024

(before noon)
 Revised Closing Date                                                        5.00pm (AEST) Wednesday, 31 January 2024 for ASX holders

                                                                             9.00am CAT Tuesday, 30 January 2024 for BSE holders
 Revised New Shares quoted on a deferred settlement basis                    Thursday, 1 February 2024
 Revised Announcement of results of Entitlement Offer                        Monday, 5 February 2024
 Revised Issue of New Shares under Entitlement Offer                         Wednesday, 7 February 2024

 Revised Lodgement of Appendix 2A applying for quotation of the new shares
 Revised Quotation of New Shares under Entitlement Offer                     Thursday, 8 February 2024

 

These dates are indicative only. The Directors reserve the right to vary the
key dates without prior notice, subject to the Listing Rules.

 

The Directors reserve the right not to proceed with the whole or part of the
Offer at any time prior to issue of the Offer Shares. In that event,
Application Monies (without interest) will be returned in full to the
Applicants.  An extension of the Closing Date for the Offer will delay the
anticipated date for issue of the Offer Shares.  The commencement of
quotation of Offer Shares is subject to confirmation from ASX, and BSE.

 

Unless otherwise stated, references to times in this document are to times in
Brisbane, Australia for holders of Shares on ASX and to times in Gaborone,
Botswana for holders of shares on BSE. Eligible Shareholders wishing to
participate in the Offer are encouraged to submit their Entitlement and
Acceptance Form and Application Monies as soon as possible after the Offer
opens.

 

BSE holders who have any queries on the procedure for acceptance and payment
should contact Corpserve Botswana on +267 393 2244 between 8.00 a.m. and 4.30
p.m. (Gaborone time) Monday to Friday (except public holidays) or via email at
contactus@corpservebotswana.com. The helpline cannot provide advice on the
merits of the Offer nor give any legal or tax advice.

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