REG - Tower Resources PLC - Issue of Warrants to Directors

Tower ResourcesAnnouncement

01/07/2019 10:20

RNS Number : 0080E
Tower Resources PLC
01 July 2019
 


1 July 2019
Tower Resources plc
Issue of Warrants to Directors
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed oil and gas company with its focus on Africa, announces the following issue of warrants to Directors in lieu of fees.  
Warrants are being issued in lieu of £15,000 (in aggregate) of Directors fees to Peter Taylor (non-executive director) and Jeremy Asher (as Chairman) in partial settlement of fees due for the period from 1 July 2019 to 30 September 2019, to conserve the Company's working capital.
The warrants are exercisable at a price of 1.00 pence ("Warrants"), which is a premium of 21% to the closing share price of 0.825 pence on 28 June 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*


Shareholding upon exercise of total number of Warrants held


% of issued share capital upon exercise of Warrants




Peter Taylor


1,428,571


18,618,984


37,070,710


4.5%




Jeremy Asher


2,857,143


85,766,008


171,657,503


20.7%



*Warrants are held at different prices.
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.
Director Dealings and Related Party Transaction
Peter Taylor 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.
Warrants and Options in issue
Following the above issue of Warrants, the total number of warrants in issue is 249,937,405 equating to 30.1% of the Company's enlarged issued share capital assuming full exercise of all warrants. The current issued share capital of the Company comprises 580,716,052 shares.
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 and Broker


+44 20 3470 0470




Stuart Gledhill








Caroline Rowe







 
 
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:


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 0.001 pence each
GB00BZ6D6J81
 




b)


Nature of the transaction:


Warrants in lieu of Directors fees




c)


Price(s) and volume(s):


 



Price(s)


Volume(s)




1.00 pence


1,428,571



 




d)


Aggregated information:
Aggregated volume:
Price:


Single transaction as in 4 c) above



Price(s)


Volume(s)




1.00 pence


1,428,571













 




e)


Date of the transaction:


1 July 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:


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 0.001 pence each
GB00BZ6D6J81
 




b)


Nature of the transaction:


Warrants in lieu of Directors fees
 




c)


Price(s) and volume(s):


 



Price(s)


Volume(s)




1.00 pence


2,857,143



 




d)


Aggregated information:
Aggregated volume:
Price:


Single Transaction as in 4 c) above



Price(s)


Volume(s)




1.00 pence


2,857,143













 




e)


Date of the transaction:


1 July 2019
07:00 GMT




f)


Place of the transaction:


Outside a trading venue



 




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