REG - Tlou Energy Ltd - Proposed Cancellation of Admission to AIM

TLOU EnergyAnnouncement

28/10/2024 07:00

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RNS Number : 7501J  Tlou Energy Ltd  28 October 2024

 

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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

 

 

28 October 2024

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Proposed voluntary cancellation of admission of Ordinary Shares to trading on
AIM

 

 

Introduction

 

Tlou Energy Limited announces the proposed cancellation of the admission of
its Ordinary Shares to trading on AIM (the "Cancellation" or "Delisting") in
accordance with Rule 41 of the AIM Rules for Companies ("AIM Rules"), subject
to shareholder approval for the Cancellation at the Company's Annual General
Meeting which is expected to take place on 26 November 2024.  The Board
unanimously recommend that shareholders vote in favour of the Cancellation. It
is expected that subject to the resolution being passed, Cancellation will
occur on 31 December 2024.

 

The Proposed AIM Delisting and the General Meeting

 

Highlights

 

·    Following the AIM Delisting, the Company's shares will remain listed
on the Botswana Stock Exchange ("BSE") and on the ASX, which will remain the
primary trading venue for its equity securities.  Securities in the Company
will be publicly tradeable in the form of ASX-listed shares or on the Botswana
Stock Exchange.

·    The Company is providing an opportunity for shareholders to deposit
their Ordinary Shares with the Company's ASX depositary in exchange for
delivery of ASX shares, without cost, in connection with the AIM Delisting
whether prior, on, or subsequent to 31 December 2024 (being the date on which
the AIM Delisting takes effect).

 

 

Background to the AIM Delisting

 

The Company was admitted to AIM in 2015, at a time when there was good support
from the UK market for African based projects and exploration companies such
as Tlou. However, in recent years the level of support has dropped
significantly especially in relation to exploration and fossil fuels despite
the need for more exploration, mining and energy to power worldwide economies.
This has been evident across many stock exchanges with the decline or
delisting of many junior explorers. This pattern was a key factor in the
decision to delist, with the Company not expecting the trend to change in the
foreseeable future.

 

Reasons for the AIM Delisting

 

Following an extensive review and deliberation by the Board regarding
Shareholder value and in the interest of long-term success of the Company, it
was determined that the Company's listing on AIM is not delivering sufficient
value. In reaching this conclusion, the Directors have considered the
following key factors:

 

·    The Directors believe that current challenging conditions within the
UK market, particularly for exploration stocks, are making it challenging to
raise capital for the Company in the UK with large discounts required where
funds could be raised and lack of long-term support from investors compounding
this issue. The Directors believe this is counterproductive for the Company's
existing shareholders, and the Company does not believe this situation will
change within a timeframe which will make remaining on AIM worthwhile.

 

·    The considerable cost of maintaining admission to trading on AIM,
including fees payable to its professional advisers, including the nominated
adviser and broker, AIM fees payable to the London Stock Exchange as well as
incremental legal, insurance, accounting and auditing fees, along with the
considerable amount of management time and regulatory burden associated with
maintaining the Company's admission to trading on AIM are, in the Directors'
opinion, disproportionate to the benefits to the Company at this time. The
Directors believe that the time and cost savings associated with maintaining
the Company's admission to trading on AIM could be better utilised for the
benefit of the Company and its shareholders in growing the business and in
pursuing other opportunities; and

 

·    It is the opinion of the Board that streamlining the Company share
listings will not impact existing shareholders as shareholders will still be
able to trade on the ASX, whilst bringing a reduction in administrative costs.

 

Process for Cancellation

 

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by shareholders holding not less than 75% of votes cast by
shareholders at a general meeting. Accordingly, the Company's notice of Annual
General Meeting will contain a special resolution to approve the Cancellation
(the "Cancellation Resolution").

 

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the
London Stock Exchange to cancel the admission of its shares to trading on AIM
to notify shareholders and to separately inform the London Stock Exchange of
its preferred cancellation date at least 20 clear business days prior to such
date. In addition, a period of at least five clear business days following
shareholders' approval of the Cancellation is required before the Cancellation
may become effective.

 

In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention, subject to the Cancellation Resolution
being passed at the Annual General Meeting on 26 November 2024, to cancel the
Company's admission of the Ordinary Shares to trading on AIM. Accordingly, if
the Cancellation Resolution is passed by the shareholders, it is expected that
the Cancellation will become effective at 7.00 a.m. on 31 December 2024.

 

The full timetable of expected events is set out at the end of this
announcement.

 

Information for holders of Ordinary Shares

 

If the resolutions are passed at the Annual General Meeting, the Company's
Ordinary Shares will continue to be traded on AIM until market close (4.30
p.m. London time) on 30 December 2024. Thereafter, holders of Ordinary Shares
can still hold the Ordinary Shares, but there will be no public market in the
United Kingdom on which the Ordinary Shares can be traded, and the Ordinary
Shares will not be tradeable on ASX in this form. All UK shareholders will
have their holding transferred to the Company's ASX register and will
therefore retain tradable shares so will not be disadvantaged. A letter will
be sent to all holders that have their holding transferred to the ASX
outlining details of their shares and how to access and trade them.

 

Shareholders whose Ordinary Shares are held in uncertificated form in CREST
and who wish to deposit their Ordinary Shares for delivery of ASX shares,
should contact their broker without delay to request that their Ordinary
Shares are deposited.

 

Tlou advises holders of Ordinary Shares to seek independent financial advice
regarding the AIM Delisting and the deposit of their Ordinary Shares for
delivery ASX shares.

 

If the Resolutions are not passed at the Annual General Meeting, all documents
provided in relation to the deposit of Ordinary Shares for delivery of ASX
shares shall be of no effect and all original share certificates will be
returned to shareholders.

 

It is strongly recommended that shareholders obtain their own appropriate
professional advice in respect of their Ordinary Shares.

 

 

Details of the Annual General Meeting and action to be taken in respect of the
Annual General Meeting

 

A notice convening the Annual General Meeting, which is to be held at BDO,
Level 10, 12 Creek Street, Brisbane, QLD 4000, Australia on Tuesday 26
November 2024 at 12.00 Midday (Brisbane time), is set out in the Notice of
Annual General Meeting.

 

Expected Timetable of Principal Events

 Event                                                                          Time and/or date
 Announcement of proposed AIM Cancellation                                      28 October 2024
 Dispatch of the Notice of Annual General Meeting and the enclosed documents    28 October 2024
 Latest date for receipt of proxy voting instructions and (if applicable) hard  12:00 Midday (Brisbane time) on Sunday, 24 November 2024
 copy forms of proxy
 Annual General Meeting                                                         12:00 Midday (Brisbane time) on Tuesday, 26 November 2024
 Announcement of result of Annual General Meeting                               26 November 2024
 Expected last day of dealings in the Ordinary Shares on AIM                    30 December 2024
 Expected time and date of the AIM Cancellation                                 7.00 a.m. (UK time) Tuesday, 31 December 2024

 

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, Elliot Peters

 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

 

 

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