REG - Tlou Energy Ltd - Non-Renounceable Entitlement Offer

TLOU EnergyAnnouncement

15/12/2023 07:00

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RNS Number : 9100W  Tlou Energy Ltd  15 December 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

 

15 December 2023

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Non-renounceable entitlement offer to ASX and BSE shareholders to raise up to
A$13.3 million (~BWP 118 million)

 

 

Key Points:

·    Entitlement Offer for 4 new ordinary shares of no par value
("Ordinary Shares") for every 11 Ordinary Shares held, at a price of A$0.035
per share (BWP0.31) to raise approximately A$13.3 million (BWP 118 million)
(the "Entitlement Offer");

·    The offer is open to ASX and BSE shareholders only;

·    Certain Directors are participating in the Entitlement Offer with
commitments in place for a minimum of A$613,308; and

·    Funds raised and existing capital will go towards development of
Tlou's Lesedi power project and working capital.

 

Tlou Energy Limited is pleased to announce an entitlement offer of up to
379,629,948 new Offer Shares at a price of A$0.035 per share (BWP0.31) (the
"Issue Price") to raise approximately A$13.3 million (approximately BWP 118
million)).  Eligible Shareholders may subscribe for 4 fully paid ordinary
shares for each 11 fully paid ordinary shares held at 7.00 pm (AEST) on 20
December 2023 (the "Record Date").

 

Use of Funds

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.

 

 

Entitlement Offer

The Entitlement Offer will entitle each eligible holder to acquire, at their
sole discretion and at an issue price of A$0.035 or BWP0.31 per Offer Share
(the "Issue Price"), 4 fully paid ordinary shares for every 11 fully paid
existing ordinary shares held at 7.00 pm (AEST) on 20 December 2023 (the
"Record Date").

 

Shareholders who hold shares on the Record Date, who have a registered address
on the Company's register of members in Botswana, Australia or New Zealand are
eligible to participate in the Entitlement Offer. The Offer will be made
available to Shareholders who are resident in Botswana subject to the Company
receiving approval from the BSE.

 

The Issue Price is a 9% premium to the closing price on the ASX on 14 December
2023 being the latest practicable date prior to the date of this announcement.
The maximum number of shares available to be subscribed for under the
Entitlement Offer is 379,629,948 ordinary shares and the Entitlement Offer
will raise A$13.3 million (BWP 118 million) if fully subscribed. The Offer
Shares issued under the Entitlement Offer will rank equally with existing
ordinary shares including the right to receive all dividends and other
distributions declared, made or paid after their date of issue, and the
Company will apply for quotation of the Offer Shares

 

Excess Application Facility

Eligible Shareholders who take up their full entitlement will be invited to
apply for excess Offer Shares in the Entitlement Offer from a pool of those
not taken up by other eligible Shareholders ("Excess Application Facility").
There is no guarantee that applicants under the Excess Application Facility
will receive all or any of the excess shares they apply for and the Company
retains absolute discretion as to the allocation of the shares under the
Excess Application Facility.

 

Entitlements are non-renounceable and will not be tradeable on ASX, AIM, or
BSE or otherwise transferable. Eligible Shareholders who do not take up their
entitlements will not receive any value in respect of those entitlements that
they do not take up (and their shareholding in Tlou Energy will be diluted).

 

Shareholders who are not eligible to receive entitlements will not receive any
value in respect of the entitlements they would have received had they been
eligible (and their shareholding in Tlou Energy will be diluted).

 

An Offer Booklet in relation to the Rights Issue was lodged with ASX on 15
December 2023. Eligible Shareholders will receive an Offer Booklet including a
personalised entitlement and acceptance form which will provide further
details of how to participate in the Entitlement Offer.  The Offer Booklet
and personalised entitlement forms will be sent to eligible Shareholders on 22
December 2023.

 

Further details of the Entitlement Offer are set out in the Offer Booklet and
Presentation lodged with the ASX and be available on the Company's website
www.tlouenergy.com (http://www.tlouenergy.com) from 15 December 2023.

 

Directors' participation in the Entitlement Offer

Certain Directors of the Company (shown in the table below) have committed to
participating in the Entitlement Offer by subscribing for a minimum investment
between them of A$613,308. The Directors reserve their rights to subscribe for
their full Entitlements. The Directors' beneficial interests in the capital of
the Company at the date of the Offer and intention to participate in the
Offer, are as follows:

 

 Director         Number of Shares currently held  Current % Voting Power  Entitlement  Committed to invest under the Offer as a minimum
 Tony Gilby       50,000,000                       4.79%                   18,181,818   14,285,714
 Hugh Swire       12,065,921                       1.16%                   4,387,607    1,428,571
 Colm Cloonan     4,581,387                        0.44%                   1,665,958    1,665,958
 Gabaake Gabaake  385,999                          0.04%                   140,363      0
 Martin McIver    1,097,816                        0.11%                   399,205      142,857

Note:       This table assumes no performance rights vest during the
offer period.

Tony Gilby holds 750,000 performance rights

Hugh Swire holds 500,000 performance rights

Colm Cloonan holds 4,750,000 performance rights

Gabaake Gabaake holds 2,750,000 performance rights

Martin McIver holds 750,000 performance rights

Assumes take up of minimum committed amounts under the Offer, no performance
rights vest and that no Convertible Notes are converted before the Record Date

 

Entitlement Offer 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
 Last day to extend the Closing Date                                 Tuesday, 9 January 2024

(before noon)
 Closing Date                                                        5.00pm (Brisbane time) Friday, 12 January 2024 for ASX holders

                                                                     1.00pm CAT Thursday, 11 January 2024 for BSE holders
 New Shares quoted on a deferred settlement basis                    Monday, 15 January 2024
 Announcement of results of Entitlement Offer                        Wednesday, 17 January 2024
 Issue of New Shares under Entitlement Offer                         Friday, 19 January 2024

 Lodgement of Appendix 2A applying for quotation of the new shares
 Quotation of New Shares under Entitlement Offer                     Monday, 22 January 2024

Note: These dates are indicative only and subject to change.  Subject to the
Corporations Act, the Listing Rules, the AIM Rules and other applicable laws,
the Company has the right to vary these dates without notice, including to
close the Offer early or accept late Applications, either generally or in
particular cases.

 

Definitions

Capitalised terms, where not otherwise defined, shall have the same meaning as
set out in the Offer Booklet published on 15 December 2023.

 

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

 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.

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