Last checked at 3 Oct 2016 07:00
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.
3 October 2016
Tower Resources plc
Open Offer and Notice of General Meeting
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed Africa focussed oil and gas exploration company, announced on 8 September 2016 a placing of £1.03 million (US$1.35 million) and the intention to undertake an open offer to enable existing shareholders to participate in a further issue of new equity in the Company at the Placing Price. A circular setting out full details of the Open Offer, including the terms and conditions and details on how to accept the Open Offer, ("the "Circular") and an accompanying Application Form have been posted to shareholders today. The Circular also includes a notice convening a General Meeting which is to be held at the offices of Peel Hunt LLP at Moor House, 120 London Wall, London, EC2Y 5ET at 11.00 a.m. on 20 October 2016.
A copy of the circular will be made available today on the Company's website at www.towerresources.co.uk
Open Offer
The Company is grateful for the continued support received from Shareholders and is today pleased to announce the launch of an open offer for an aggregate of up to 25,267,807 Open Offer Shares at a price of 2.25 pence per share (the "Open Offer Price") to raise up to £0.569 million (the "Open Offer"). The Open Offer Price of 2.25 pence per share represents a 21.9% discount to the middle market closing price of 2.88 pence per share on 29 September.
As detailed further in the Circular, the Open Offer will result in the issue of up to 25,267,807 Open Offer Shares assuming full take up under the Open Offer (representing, in aggregate, approximately 25.0 per cent. of the Company's enlarged share capital).
Qualifying Shareholders may subscribe for Open Offer Shares on the basis of 1 Open Offer Share at the Open Offer Price for every 3 Existing Ordinary Shares held on the record date, being the close of business on 28 September 2016 (the "Record Date").
Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request further Open Offer Shares through the excess application facility further described in the Circular. Completion of the Open Offer is expected to take place on 26 October 2016.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
The Open Offer is conditional upon:
· the passing of the Resolutions below; and
· the Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on or around 26 October 2016.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer |
| close of business on 28 September 2016 |
Publication and despatch of this document, Application Forms and Forms of Proxy |
| 3 October 2016 |
Expected ex-entitlement date for Open Offer |
| 8.00 a.m. on 3 October 2016 |
Open Offer Entitlements and CREST Excess Entitlements credited to CREST stock accounts of Qualifying CREST Holders |
| as soon as practicable after 8:00am on 4 October 2016 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements and CREST Excess Entitlements from CREST |
| 4.30 p.m. on 12 October 2016 |
Latest time for depositing Open Offer Entitlements and CREST Excess Entitlements into CREST |
| 3.00 p.m. on 13 October 2016 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) |
| 3.00 p.m. on 14 October 2016 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer |
| 11.00 a.m. on 18 October 2016 |
Latest time and date for receipt of Forms of Proxy |
| 11.00 a.m. on 18 October 2016 |
Latest time and date for settlement of relevant CREST instruction |
| 11.00 a.m. on 18 October 2016 |
General Meeting Expected date of announcement of the results of Open Offer and the results of the General Meeting |
| 11.00 a.m. on 20 October 2016 afternoon of 20 October 2016 |
Admission and dealings in the Open Offer Shares to commence on AIM |
| 8.00 a.m. on 26 October 2016 |
CREST member accounts expected to be credited for the Open Offer Shares |
| as soon as practicable on 26 October 2016 |
Despatch of definitive share certificates in respect of the Open Offer Shares in certificated form |
| on or around 4 November 2016 |
Notes:
Each of the dates in the above timetable is subject to change at the absolute discretion of the Company. If any of the details should change, where appropriate, the revised times and/or dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
All references are to London time unless otherwise stated.
General Meeting
The General Meeting is to be held at the offices of Peel Hunt LLP at Moor House, 120 London Wall, London, EC2Y 5ET at 11.00 a.m. on 20 October 2016. The Resolutions to be proposed at the General Meeting will be:
· an ordinary resolution to grant authority to the Directors to allot equity securities pursuant to section 551 of the Companies Act 2006 (the "Act") up to an aggregate nominal value of £1,516,068. This authority will expire (unless renewed, varied or revoked) at the conclusion of the Company's next Annual General Meeting; and
· a special resolution to disapply the statutory pre-emption rights contained in section 561(1) of the Act in respect of any allotments of equity securities for cash. Otherwise in connection with a rights or similar issue, this authority shall be limited to an aggregate nominal value of £758,034.
The full details of the Resolutions are disclosed in the Circular. The passing of the Resolutions will enable the issue of the Open Offer Shares and is therefore a condition of the Open Offer.
The Directors (together with their associates) intend to vote in favour of all of the Resolutions in respect of their own interests which, in aggregate, total 19,008,888 Existing Ordinary Shares, representing 25.1% of the Existing Ordinary Shares.
Contacts
Tower Resources plc
Jeremy Asher (Chairman)
Graeme Thomson (CEO)Andrew Matharu (VP - Corporate Affairs)+44 20 7253 6639
Peel Hunt LLP (Nominated Adviser and Broker)
Richard Crichton/Ross Allister+44 20 7418 8900
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.
This summary should be read in conjunction with the full text of the announcement above.