REG - Tlou Energy Ltd - Results of Entitlement Offer

TLOU EnergyAnnouncement

20/06/2023 07:30

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RNS Number : 2819D  Tlou Energy Ltd  20 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

 

20 June 2023

Tlou Energy Limited

("Tlou" or "the Company")

 

Results of Entitlement Offer

 

 

Ø Entitlement Offer closed raising ~A$6.58m (~£3.65m, ~BWP 57.1m) including
A$1.58 from existing holders and A$5m from the Underwriter.

Ø Including the underwritten shares approximately 61.8% of the available
shares have been taken up.

 

On 12 May 2023 Tlou Energy Limited, the ASX, AIM and BSE listed company
announced the partially underwritten pro-rata non-renounceable entitlement
offer ("Offer") for the issue of up to 304,156,361 new Offer Shares at a price
of A$0.035 per share (£0.02, BWP0.30) ("Issue Price") to raise approximately
A$10.65 million (approximately £5.86 million; BWP 92.6 million). Under the
Offer, Eligible Shareholders were able 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 offered under the Offer.

The Offer closed 16 June 2023 and the Company has received valid applications
including Excess Shares under the Offer for 45,295,886 new Offer Shares
raising approximately A$1,585,356 (£905,917, BWP13,588,761). This represents
a participation rate (excluding underwritten shares) of approximately 14.9%.

Following the close of the Offer, there is a shortfall of approximately A$9.06
million (approximately 259 million New Shares) not taken up by Eligible
Shareholders. No Shareholder Applications were scaled back.

As previously announced the Offer was partially underwritten by ILC Investment
Pty Ltd ("the Underwriter") for up to A$5m (£2.75m, BWP43.5m) (being a total
of 142,857,142 Offer Shares).

As the shortfall under the Offer is greater than the underwritten number of
shares the Underwriter will be allotted the total of the underwritten number
of Offer Shares. A valid application has been received from the Underwriter in
accordance with the terms of the underwriting agreement for 142,857,142 Offer
Shares (the "Shortfall Shares"). Following the issue of the Shortfall Shares,
ILC Investment Pty Ltd will hold 357,142,856 Ordinary Shares representing
approximately 34.86% of the Company.

It is expected that application will be made for quotation of the Offer Shares
and the Shortfall 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 and ASX quotation on Thursday 22 June 2023.

The final results from the Offer are summarised below:

                           Funds Raised AUD  Funds Raised ~GBP equivalent  Funds Raised ~BWP equivalent  Offer Shares*
 Entitlements taken up     1,585,356         905,917                       13,588,761                    45,295,886
 Underwriter subscription  5,000,000         2,750,000                     43,500,000                    142,857,142
 Total                     6,585,356         3,655,917                     57,088,761                    188,153,028

* subject to rounding.

Following admission of the Offer Shares and the Shortfall Shares, the total
number of voting rights of the Company's ordinary shares will be
1,024,583,022. This figure of 1,024,583,022 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.

Additionally, the Directors reserve the right to issue any shortfall Offer
Shares not underwritten 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.

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.

 

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.

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