Last checked at 22 Jun 2023 15:22
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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
22 June 2023
Tlou Energy Limited
("Tlou" or "the Company")
Update - Results of Entitlement Offer
On 20 June 2023, Tlou announced the results of an Entitlement Offer which raised circa A$6.58m (~£3.65m, ~BWP 57.1m) including A$1.58 from existing holders and A$5m from the Underwriter, through the issue of 188,153,028 new ordinary shares of no par value ("Ordinary Shares") comprising the Offer Shares and the Shortfall Shares. The Company announces that the final number of new Ordinary Shares issued is in fact 188,153,031.
Admission and dealings
Application has been made for the quotation of the 188,153,031 new Ordinary 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 (BST) and 8.00 am (CAT) on Friday 23 June 2023; the ASX quotation took place on Thursday 22 June 2023.
The final results from the Offer are summarised below:
| Funds Raised AUD | Funds Raised ~GBP equivalent | Funds Raised ~BWP equivalent | Offer Shares |
Entitlements taken up | 1,585,356 | 905,917 | 13,588,761 | 45,295,889 |
Underwriter subscription | 5,000,000 | 2,750,000 | 43,500,000 | 142,857,142 |
Total | 6,585,356 | 3,655,917 | 57,088,761 | 188,153,031 |
Following the issue of the Shortfall Shares, the underwriter, ILC Investment Pty Ltd will hold 357,142,856 Ordinary Shares representing approximately 34.86% of the Company.
Total Voting Rights
Following admission of 188,153,031 new Ordinary Shares, the total number of voting rights of the Company's Ordinary Shares will be 1,024,583,025. This figure of 1,024,583,025 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.
Directors' holdings
Directors have subscribed for New Shares as follows:
Director | Number of shares subscribed | Resultant holding | Percentage of the enlarged issued share capital. |
Anthony Gilby | 9,000,000 | 50,000,000 | 4.88% |
Colm Cloonan | 1,221,703 | 4,581,387 | 0.45% |
Hugh Swire | 1,000,000 | 12,065,921 | 1.18% |
Further information is set out in the PDMR forms below.
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
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For further information regarding this announcement please contact:
Tlou Energy Limited | +61 7 3040 9084 |
Tony Gilby, Managing Director |
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Solomon Rowland, General Manager |
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Grant Thornton (Nominated Adviser) | +44 (0)20 7383 5100 |
Harrison Clarke, Colin Aaronson, Ciara Donnelly |
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Zeus Capital (UK Broker) | +44 (0)20 3829 5000 |
Simon Johnson | |
Public Relations | |
Ashley Seller | +61 418 556 875 |
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 |
Colm Cloonan |
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 |
Purchase of new ordinary shares pursuant to an Entitlement Offer | |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
Ordinary Shares issued for A$0.035 | 1,221,703 | ||
d) |
Aggregated information | ||
Aggregated volume |
| ||
Price |
| ||
e) |
Date of transaction |
22 June 2023 | |
f) |
Place of transaction |
Outside a trading venue | |
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 |
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 |
Purchase of new ordinary shares pursuant to an Entitlement Offer | |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
Ordinary Shares issued for A$0.035 | 9,000,000 | ||
d) |
Aggregated information | ||
Aggregated volume |
| ||
Price |
| ||
e) |
Date of transaction |
22 June 2023 | |
f) |
Place of transaction |
Outside a trading venue | |
1 | Details of the person discharging managerial responsibility / person closely associated
| |
a) |
Name |
Hugh Swire |
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 |
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 |
Purchase of new ordinary shares pursuant to an Entitlement Offer | |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
Ordinary Shares issued for A$0.035 | 1,000,000 | ||
d) |
Aggregated information | ||
Aggregated volume |
| ||
Price |
| ||
e) |
Date of transaction |
22 June 2023 | |
f) |
Place of transaction |
Outside a trading venue | |