REG - Tower Resources PLC - Completion of Placing and Director's Dealings

Tower ResourcesAnnouncement

24/01/2019 07:30

RNS Number : 9425N
Tower Resources PLC
24 January 2019
 


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Tower Resources PLC or other evaluation of any securities of Tower Resources PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
24 January 2019
Tower Resources plc
Completion of Placing and Director's Dealings
Grant of Options
Issue of Warrants
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, is pleased to announce that, further to the Company's announcement earlier today outlining the proposed placing and subscription (the "Placing") for 170 million new Ordinary Shares (the "Placing Shares"), the Company has successfully placed 170,000,000 new Ordinary Shares together with 85 million of attached three-year 1.25p warrants and raised gross proceeds totalling £1.7 million at a Placing Price of 1.00 pence per share.
As previously disclosed, the purpose of the Placing is principally to fund long-lead items pursuant to the drilling of the Thali NJOM-3 well, offshore Cameroon, scheduled for Q2 2019, and for other costs related to the Thali work programme, and general working capital while the Company seeks to complete borrowing facilities to fund its forward work programme at Njonji in particular.  
As part of the Placing, Jeremy Asher, Chairman and CEO, has entered into an Agreement (the "Subscription Agreement") to subscribe for, in aggregate, 25,850,000 new Ordinary Shares in the Placing (with attached warrants) for £258,500 as further detailed below; and Peter Taylor (a Director of the Company) has entered into a Subscription Agreement in respect of 3,000,000 new Ordinary Shares in the Placing (with attached warrants) for £30,000 as further detailed below.
The Placing has also been supported by a number of the Company's existing substantial shareholders including Peel Hunt LLP and Robert Finch who may be considered related parties as noted below.
In addition, Turner Pope Investments Limited ("TPI") has subscribed for 3,380,625 new Ordinary shares at the Placing Price in partial lieu of commission fees pursuant to the Placing.
The participation of Jeremy Asher and Peter Taylor (the "Director Related Parties") constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Graeme Thomson and David M Thomas, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the Director Related Parties' participation in the Placing is fair and reasonable insofar as the Company's shareholders are concerned.
The participation of each of Peel Hunt LLP and Robert Finch (the "Shareholder Related Parties") constitute a related party transaction in accordance with AIM Rule 13. Accordingly, Jeremy Asher, Peter Taylor, Graeme Thomson and David M Thomas, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the Shareholder Related Parties' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
As part of a Share Incentive Plan Award for Jeremy Asher, the Company's CEO (announced on 9 November 2017) the Company made a restricted share award of 15 million new Ordinary 1.0p shares which was subject to performance conditions and a vesting period ending in November 2020. The performance conditions for the award have been met, and at the time of the award the Board agreed it would exercise its discretion to vest the award early in the event that the Company elected to implement a different longer-term share-based incentive scheme in the future, which has also occurred. Therefore, these 15 million shares are also now being issued by the Company.
Following the issue of the Share Incentive Plan Award shares and the Placing Shares the Directors' will hold 16.7% of the enlarged issued share capital. The following table sets out the Directors' shareholdings and percentage interests in the issued share capital of the Company following the new issue together with the Directors subscription for Placing Shares. 
 







Holding prior to the announcement of Proposed Placing


Number of Subscription Shares acquired pursuant to the Placing


Immediately following Admission of the Placing and connected shares








Number of Ordinary Shares


% of issued share capital


Number of Ordinary Shares


Number of Ordinary Shares


% of issued share capital


% of fully diluted share capital




Jeremy Asher*


30,041,495


8.0


25,850,000


70,891,495†


12.5


8.9




Peter Taylor


15,451,726


4.1


3,000,000


18,451,726


3.3


2.3




Graeme Thomson


5,150,767


1.4


-


5,150,767


0.9


0.6




David M Thomas#


-


-


-


-


-


-



* 1,805,308 of these shares are held by Agile Energy Limited, which is owned by the Asher Family Trust of which Jeremy Asher is a lifetime beneficiary
† Includes 15 million shares awarded pursuant to the Share Incentive Award Plan
# Independent Director
 
SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION
Application has been made for the Placing Shares and Share Incentive Plan Award shares to be admitted to trading on AIM. It is expected that Admission of the Shares will become effective and that dealings will commence by 8.00 a.m. on or around 30 January 2019.
Following admission of the Shares, the Company's enlarged issued share capital will comprise 565,716,052 Ordinary Shares of 1.0 pence each with voting rights in the Company. This figure 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 the interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
 
WARRANTS
Warrants are being issued in lieu of £70,000 (in aggregate) of Directors fees to Peter Taylor and Graeme Thomson (as Non-Executive Directors), and Jeremy Asher (as Chairman) in partial settlement of fees due in 2018 and for the period from 1 January 2019 to 30 June 2019, to conserve the Company's working capital.
The warrants are exercisable at 1.20 pence per share which is the closing share price on 23 January 2019 and are exercisable for a period of 5 years from the date of issue. The Warrants being issued are detailed below:



Director


Number of Warrants being issued


Total number of Warrants held including this issue*


Shareholding upon exercise of total number of Warrants held


% of issued share capital upon exercise of Warrants




Peter Taylor


5,714,285


15,690,413


34,142,139


4.7




Graeme Thomson


5,714,285


15,690,413


20,841,180


2.9




Jeremy Asher


8,571,429


24,983,865


95,875,360


13.3



*Warrants are held at different prices
 
The Directors have issued warrants in respect of both the first and second quarters of 2019 in view of the likelihood of the Company finding itself in a closed period at the end of March 2019, which would preclude the issue of any warrants at that time. As previously announced, the Directors will consider issuing further warrants in lieu of fees for each calendar quarter based on the closing price of the stock and the warrant valuation on the last day of the previous quarter and will make an election and announce the issue of warrants (if so elected) at the earliest opportunity in each calendar quarter. This election will be made by the Board with each Director taking into consideration the working capital position of the Company.
Peter Taylor, Graeme Thomson and Jeremy Asher are considered to be "related parties" as defined under the AIM Rules and accordingly, the issue of Warrants to them constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
David M Thomas, being the sole Director independent of the transaction, considers, having consulted with SP Angel Corporate Finance LLP, the Company's Nominated Adviser, that the terms of the issue of warrants are fair and reasonable insofar as the Company's shareholders are concerned.
In addition, as previously disclosed, one attached warrant to subscribe to one ordinary share of the company at a price of 1.25p within three years of the date of Admission will be issued for every two placing shares to Placees on Admission ("Placing Warrants") resulting in the issue of 85 million Placing Warrants. A further 7,212,000 warrants on the same terms as the Placing Warrants are being issued, on Admission, to Turner Pope Investments ("TPI") Limited for services pursuant to the Placing ("Broker Warrants").
Following the issue of the Warrants, there will be 155,651,691 warrants in issue, which represents 19.6% of the fully diluted share capital of 792,985,143 shares after exercise of all warrants and options as set out below.
 
GRANT OF OPTIONS
The Remuneration Committee of the board has been reviewing the long-term incentive plans in place for key executives and consultants and has resolved to granted share options with a strike price of 1.25p to Pegasus Petroleum Ltd (in respect of the services of Jeremy Asher), and to certain staff and retained consultants as detailed below. The options will vest in three equal tranches being 12, 24 and 36 months respectively after issue and will expire, if not previously exercised, on the fifth anniversary of their issue.



Director/PDMR


Existing number of options


Number of new options granted


Total number of options held following issue




Jeremy Asher‡


-


60,000,000


60,000,000




Honore Dairou


4,000


5,000,000


5,004,000




Consultants


112,000


5,000,000


5,112,000




Others


1,501,400


-


1,501,400




TOTAL


1,617,400


70,000,000


71,617,400



‡ Held by Pegasus Petroleum Ltd, which is owned and controlled by Jeremy Asher
The granting of options to Jeremy Asher and Honore Dairou, a director of the Company's Cameroonian subsidiary, Tower Resources Cameroon S.A (the "Option Related Parties"), constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Peter Taylor, Graeme Thomson and David M Thomas, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the grant of share options to the Option Related Parties are fair and reasonable insofar as the Company's shareholders are concerned.
Following the grant of these options, the total number of options outstanding will comprise 9.0% of the Company's fully diluted share capital of 792,985,143 shares after exercise of all options and warrants as set out below.
 
IMPORTANT NOTICE
This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.
The information contained in this announcement is not to be released, published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States or to any US Person. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US Person. Securities may not be offered or sold in the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.
This announcement does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in the capital of the Company or any other security in any jurisdiction in which such offer or solicitation is unlawful. The securities mentioned herein have not been, and the Ordinary Shares will not be, qualified for sale under the laws of any of Canada, Australia, the Republic of South Africa or Japan and may not be offered or sold in Canada, Australia, the Republic of South Africa or Japan or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan. Neither this announcement nor any copy of it may be sent to or taken into the United States, Canada, Australia, the Republic of South Africa or Japan. In addition, the securities to which this announcement relates must not be marketed into any jurisdiction where to do so would be unlawful.
Note regarding forward-looking statements
This announcement contains certain forward-looking statements relating to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.
The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements relate only to the position as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward-looking statements, other than as required by the AIM Rules for Companies or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise. You are advised to read this announcement and the information incorporated by reference herein, in its entirety. The events described in the forward-looking statements made in this announcement may not occur.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in relation to the Placing. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
 
Contacts
 



Tower Resources plc


info@towerresources.co.uk




Jeremy Asher

Chairman and CEO








Andrew Matharu

VP - Corporate Affairs


















SP Angel Corporate Finance LLP

Nominated Adviser


+44 20 3470 0470




Stuart Gledhill
Caroline Rowe


















Turner Pope Investments (TPI) Limited

Joint Broker
Andy Thacker
 


+44 20 3621 4120




Whitman Howard Limited

Joint Broker
Nick Lovering
 


+44 20 7659 1234




Yellow Jersey PR Limited


+44 20 3735 8825




Tim Thompson







 
Notes:
Tower Resources Cameroon S.A, a wholly-owned subsidiary of Tower Resources plc, holds a 100% interest in the shallow water Thali (formerly known as "Dissoni") Production Sharing Contract (PSC), in the Rio del Rey basin, offshore Cameroon. Tower was awarded the PSC on 15 September 2015 for an Initial Exploration Period of 3 years.
The Thali PSC covers an area of 119.2 km², with water depths ranging from 8 to 48 metres, and lies in the prolific Rio del Rey basin, in the eastern part of the Niger Delta. The Rio del Rey basin has, to date, produced over one billion barrels of oil and has estimated remaining reserves of 1.2 billion barrels of oil equivalent ("boe"), primarily within depths of less than 2,000 metres. The Rio del Rey is a sub-basin of the Niger Delta, an area in which over 34.5 billion barrels of oil has been discovered, with 2.5 billion boe attributed to the Cameroonian section.
An independent Reserve Report conducted by Oilfield International Limited (OIL) have highlighted the contingent and potential resources on the Thali licence and the associated Expected Monetary Value (EMV) as follows:
§ Gross mean contingent resources of 18 MMbbls of oil across the proven Njonji-1 and Njonji-2 fault blocks;
§ Gross mean prospective resources of 20 MMbbls of oil across the Njonji South and Njonji South-West fault blocks;
§ Gross mean prospective resources of 111 MMbbls of oil across four identified prospects located in the Dissoni South and Idenao areas in the northern part of the Thali licence;
§ Calculated EMV10s of US$118 million for the contingent resources, and US$82 million for the prospective resources, respectively.
In accordance with the guidelines for the AIM market of the London Stock Exchange, Dr Mark Enfield, BSc, PhD, FGS, Advisor to the Board of Tower Resources plc, who has over 30 years' experience in the oil & gas industry, is the qualified person that has reviewed and approved the technical content of this announcement.
 
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM



1.     


Details of the person discharging managerial responsibilities/person closely associated




a)


Name:


Jeremy Asher




2.     


Reason for the notification




a)


Position/status:


Chairman and 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:


Tower Resources PLC




b)


LEI:


2138002J9VH6PN7P2B09




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:
Identification code:


Ordinary Shares of 1 pence each
GB00BZ6D6J81
 




b)


Nature of the transaction:


Placing shares
Share Options
Share Incentive Award Plan shares
Warrants in lieu of Directors fees
Placing Warrants
 




c)


Price(s) and volume(s):


 



Price(s)


Volume(s)




1.00  pence


25,850,000



 



Price(s)


Volume(s)




 1.25 pence


60,000,000



 



Price(s)


Volume(s)




 1.00 pence


15,000,000



 



Price(s)


Volume(s)




 1.20 pence


8,571,429



 



Price(s)


Volume(s)




 1.25 pence


12,925,000








d)


Aggregated information:
Aggregated volume:
Price:


Single transaction as in 4 c) above



Price(s)


Volume(s)




 1.00 pence


25,850,000













 



Price(s)


Volume(s)




 1.25 pence


60,000,000













 



Price(s)


Volume(s)




 1.00 pence


15,000,000



 



Price(s)


Volume(s)




 1.20 pence


8,571,429



 



Price(s)


Volume(s)




 1.25 pence


12,925,000








e)


Date of the transaction:


24 January 2019
07:00 GMT




f)


Place of the transaction:


Outside a trading venue



 
 



1.     


Details of the person discharging managerial responsibilities/person closely associated




a)


Name:


Peter Taylor




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:


Tower Resources PLC




b)


LEI:


2138002J9VH6PN7P2B09




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:
Identification code:


Ordinary Shares of 1 pence each
GB00BZ6D6J81
 




b)


Nature of the transaction:


Placing shares
Warrants in lieu of Directors fees
Placing Warrants




c)


Price(s) and volume(s):


 



Price(s)


Volume(s)




1.00 pence


3,000,000



 



Price(s)


Volume(s)




1.20 pence


5,714,285



 



Price(s)


Volume(s)




1.25 pence


1,500,000



 
 




d)


Aggregated information:
Aggregated volume:
Price:


Single transaction as in 4 c) above



Price(s)


Volume(s)




1.00 pence


3,000,000



 



Price(s)


Volume(s)




1.20pence


5,714,285













 



Price(s)


Volume(s)




1.25 pence


1,500,000








e)


Date of the transaction:


24 January 2019
07:00 GMT




f)


Place of the transaction:


Outside a trading venue



 



1.     


Details of the person discharging managerial responsibilities/person closely associated




a)


Name:


Graeme Thomson




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:


Tower Resources PLC




b)


LEI:


2138002J9VH6PN7P2B09




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:
Identification code:


Ordinary Shares of 1 pence each
GB00BZ6D6J81
 




b)


Nature of the transaction:


Warrants in lieu of Directors fees




c)


Price(s) and volume(s):


 



Price(s)


Volume(s)




1.20 pence


5,714,285



 




d)


Aggregated information:
Aggregated volume:
Price:


Single transaction as in 4 c) above



Price(s)


Volume(s)




1.20 pence


5,714,285













 




e)


Date of the transaction:


24 January 2019
07:00 GMT




f)


Place of the transaction:


Outside a trading venue



 



1.     


Details of the person discharging managerial responsibilities/person closely associated




a)


Name:


Honore Dairou




2.     


Reason for the notification




a)


Position/status:


Director of subsidiary




b)


Initial notification/Amendment:


Initial notification




3.     


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name:


Tower Resources PLC




b)


LEI:


2138002J9VH6PN7P2B09




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:
Identification code:


Ordinary Shares of 1 pence each
GB00BZ6D6J81
 




b)


Nature of the transaction:


Share options




c)


Price(s) and volume(s):


 



Price(s)


Volume(s)




 1.25 pence


5,000,000



 




d)


Aggregated information:
Aggregated volume:
Price:


Single transaction as in 4 c) above



Price(s)


Volume(s)




1.25  pence


5,000,000













 




e)


Date of the transaction:


24 January 2019
07:00 GMT




f)


Place of the transaction:


Outside a trading venue



 




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