REG - Tlou Energy Ltd - Results of Entitlement Offer

TLOU EnergyAnnouncement

05/02/2024 07:00

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RNS Number : 9405B  Tlou Energy Ltd  05 February 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

 

 

5 February 2024

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Results of Entitlement Offer

 

 

On 15 December 2023 Tlou Energy Limited, the ASX, AIM and BSE listed company
announced a pro-rata non-renounceable entitlement offer ("Offer") for the
issue of up to 379,629,948 new shares ("Offer Shares") at a price of A$0.035
per Offer Share (BWP0.31) ("Issue Price") to raise approximately A$13.3
million (approximately BWP 118 million).

 

Pursuant to the Offer, Eligible Shareholders were invited 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 available under the Offer, noting that the offer was not open to AIM
holders.

The Offer closed on 31 January 2024 and the Company is pleased to announce
that it has received valid applications under the Offer for 32,554,360 Offer
Shares, raising approximately A$1,139,403 (BWP10,091,852).

Following the close of the Offer, there is a shortfall of approximately A$12.1
million (BWP108 million) representing approximately 347 million New Shares not
taken up by Eligible Shareholders. No Shareholder Applications were scaled
back.

As stated in the Offer Booklet, the Directors have the right to place the
shortfall Offer Shares 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. To this end, the Directors are in discussions with
potential investors including strategic Botswana and UK parties.

 

The final results from the Offer are summarised below:

                        A$          Offer Shares
 Entitlements taken up  1,139,403   32,554,360
 Shortfall              12,147,646  347,075,588

The Directors subscribed for 19,237,386 new shares (~A$673,308) under the
Offer.

The Company's largest shareholder, ILC Investments Pty Ltd did not participate
in the Offer, indicating a preference for further financial support through
current and further debt arrangements.

Application will be made for the quotation of the 32,554,360 new Offer 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 (GMT) and 8.00 am (CAT) on Friday 9
February 2024 and ASX quotation on or around Thursday 8 February 2024.

Details of Director Subscriptions

The following Directors have subscribed for shares under the Offer:

 Director       Number of shares subscribed  Resultant holding  Percentage of the enlarged issued share capital.
 Anthony Gilby  16,000,000                   66,000,000         6.13%
 Hugh Swire     1,428,571                    13,494,492         1.25%
 Colm Cloonan   1,665,958                    6,247,345          0.58%
 Martin McIver  142,857                      1,240,673          0.12%

Further information is set out in the PDMR forms below.

 

Total Voting Rights

Following quotation of the Offer Shares, the total number of voting rights of
the Company's ordinary shares will be 1,076,536,717. This figure of
1,076,536,717 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.

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.

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
(mailto: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.

 

By Authority of the Board of Directors

Mr. Anthony (Tony) Gilby

Managing Director

 

****

 

For further information regarding this announcement please contact:

 

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, 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                                     Anthony Gilby
 2     Reason for the notification
 a)    Position/status                           Chief Executive Officer and Managing 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                                         Subscription for new shares under an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                16,000,000

 d)   Aggregated information

      Aggregated volume                                              N/A
                                                                     N/A

      Price
                                                                    31 January 2024

 e)   Date of transaction

 f)   Place of transaction                                          Outside a trading venue

 

 

 

 1    Details of the person discharging managerial responsibility / person closely
      associated

                                                Hugh Swire

 a)   Name
 2    Reason for the notification
                                                Non Executive Director

 a)   Position/status

 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                                         Subscription for new shares under an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                1,428,571

 d)   Aggregated information

      Aggregated volume                                              N/A
                                                                     N/A

      Price
                                                                    31 January 2024

 e)   Date of transaction

 f)   Place of transaction                                          Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibility / person closely
      associated

                                                Colm Cloonan

 a)   Name
 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                                         Subscription for new shares under an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                1,665,958

 d)   Aggregated information

      Aggregated volume                                              N/A
                                                                     N/A

      Price
                                                                    31 January 2024

 e)   Date of transaction

 f)   Place of transaction                                          Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibility / person closely
      associated

                                                Martin McIver

 a)   Name
 2    Reason for the notification
                                               Chairman

 a)   Position/status

 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                                         Subscription for new shares under an Entitlement Offer

 c)   Price(s) and volume(s)                                        Price(s)                            Volume(s)
      Ordinary Shares issued for A$0.035                                                                142,857

 d)   Aggregated information

      Aggregated volume                                              N/A
                                                                     N/A

      Price
                                                                    31 January 2024

 e)   Date of transaction

 f)   Place of transaction                                          Outside a trading venue

 

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