Last checked at 1 Apr 2022 07:00
1 April 2022
Tower Resources plc
Issue of Warrants to Directors
Director Dealings
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 and a consultant to the Company in lieu of fees.
Warrants are being issued in lieu of £30,000 (in aggregate) of Directors fees to Paula Brancato and Mark Enfield (Non-Executive Directors), and Jeremy Asher (as Chairman) in settlement of fees due for the period from 1 April 2022 to 30 June 2022, to conserve the Company's working capital.
The warrants are exercisable at a strike price of 0.2625 pence ("Warrants"), which is just above the most recent placing announced on 14 January 2022 and equal to the closing share price of 0.2625 pence per share on 31 March 2022. The Warrants are exercisable for a period of 5 years from the date of issue and those 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 |
Jeremy Asher | 7,940,709 | 283,111,442 | 651,857,907 | 18.9% |
Paula Brancato | 3,970,355 | 24,649,015 | 24,649,015 | 0.7% |
Mark Enfield | 3,970,355 | 22,805,167 | 24,682,713 | 0.7% |
*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 shares 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.
The Company also announces the issue of 3,970,355 warrants, on the same terms as the Warrants issued to Directors, to Mr Duncan Rushworth, a consultant to the Company, in lieu of fees for his work for the Company during the period from 1 April 2022 to 30 June 2022.
Warrants in issue
Following the above issue of Warrants, the total number of Warrants in issue is 758,645,262 equating to 20.6% of the Company's enlarged share capital assuming full exercise of all warrants and share options.
Director Dealings
In addition, on 31 March 2022, Dr Mark Enfield, a Non-Executive Director of the Company, carried out a sale and repurchase of shares in the Company, pursuant to which he sold 69,402 Ordinary shares held in his own name, and repurchased them into Geoscience Equity Limited (in which he holds a 100% interest). Both the sale and the repurchase were priced at 0.2625 pence per share.
Following the sale and repurchase, Mr Enfield remains beneficial owner of 1,877,546 shares in the Company, now held entirely though Geoscience Equity Limited.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
Contacts
Tower Resources plc | +44 20 7157 9625 |
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Jeremy AsherChairman and CEO |
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Andrew MatharuVP - Corporate Affairs |
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SP Angel Corporate Finance LLPNominated Adviser and Joint Broker Stuart Gledhill Caroline Rowe
| +44 20 3470 0470 |
Novum Securities LimitedJoint Broker Jon Bellis Colin Rowbury | +44 20 7399 9400 |
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Panmure Gordon (UK) LimitedJoint Broker Nick Lovering Hugh Rich
| +44 20 7886 2500 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Mark Enfield | ||||||
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
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b) | Nature of the transaction: | Warrants in lieu of Directors fees | ||||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2022 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
a) | Name: | Mark Enfield | ||||||||
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
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b) | Nature of the transaction: | i) Sale of shares held in own name ii) Repurchase of shares into Geoscience Equity Limited | ||||||||
c) | Price(s) and volume(s): | i)
ii)
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2022 07:00 BST | ||||||||
f) | Place of the transaction: | Outside a trading venue | ||||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Paula Brancato | ||||||
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
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b) | Nature of the transaction: | Warrants in lieu of Directors fees | ||||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2022 07:00 BST | ||||||
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
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b) | Nature of the transaction: | Warrants in lieu of Directors fees
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c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single Transaction as in 4 c) above
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e) | Date of the transaction: | 1 April 2022 07:00 BST | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||