REG - Tlou Energy Ltd - Update - Results of Entitlement Offer

TLOU EnergyAnnouncement

22/06/2023 15:30

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RNS Number : 6411D  Tlou Energy Ltd  22 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

 

22 June 2023

Tlou Energy Limited

("Tlou" or "the Company")

 

Update - Results of Entitlement Offer

 

 

 

 

On 20 June 2023, Tlou announced the results of an Entitlement Offer which
raised circa A$6.58m (~£3.65m, ~BWP 57.1m) including A$1.58 from existing
holders and A$5m from the Underwriter, through the issue of 188,153,028 new
ordinary shares of no par value ("Ordinary Shares") comprising the Offer
Shares and the Shortfall Shares.  The Company announces that the final number
of new Ordinary Shares issued is in fact 188,153,031.

Admission and dealings

Application has been made for the quotation of the 188,153,031 new Ordinary
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; the ASX quotation took place 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                    45,295,889
 Underwriter subscription  5,000,000         2,750,000                     43,500,000                    142,857,142
 Total                     6,585,356         3,655,917                     57,088,761                    188,153,031

 

Following the issue of the Shortfall Shares, the underwriter, ILC Investment
Pty Ltd will hold 357,142,856 Ordinary Shares representing approximately
34.86% of the Company.

Total Voting Rights

Following admission of 188,153,031 new Ordinary Shares, the total number of
voting rights of the Company's Ordinary Shares will be 1,024,583,025. This
figure of 1,024,583,025 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.

 

Directors' holdings

Directors have subscribed for New Shares as follows:

 Director       Number of shares subscribed  Resultant holding  Percentage of the enlarged issued share capital.
 Anthony Gilby  9,000,000                    50,000,000         4.88%
 Colm Cloonan   1,221,703                    4,581,387          0.45%
 Hugh Swire     1,000,000                    12,065,921         1.18%

 

Further information is set out in the PDMR forms below.

 

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.

 

 

 

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                                     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                                         Purchase of new ordinary shares pursuant to an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                1,221,703

 d)   Aggregated information

      Aggregated volume

      Price

 e)   Date of transaction                                           22 June 2023

 f)   Place of transaction                                          Outside a trading venue

 

 

 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

 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                                         Purchase of new ordinary shares pursuant to an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                9,000,000

 d)   Aggregated information

      Aggregated volume

      Price

 e)   Date of transaction                                           22 June 2023

 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                                         Purchase of new ordinary shares pursuant to an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                1,000,000

 d)   Aggregated information

      Aggregated volume

      Price

 e)   Date of transaction                                           22 June 2023

 f)   Place of transaction                                          Outside a trading venue

 

 

 

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