Last checked at 30 Jun 2017 15:03
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, THE REPUBLIC OF IRELAND 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.
30 June 2017
Tower Resources plc
Completion of Placing and Directors' Dealings
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)), the AIM listed Africa focussed oil and gas exploration company is pleased to announce that, further to the Company's announcement earlier today outlining the proposed non-brokered subscription (the "Placing") for approximately 18 million new Ordinary Shares (the "Placing Shares"), the Company has successfully placed 18,000,000 new Ordinary Shares and raised gross proceeds totalling £180,000 at a Placing Price of 1.0 pence per share.
As part of the Placing, Jeremy Asher, Chairman and one other Director, Peter Taylor, today entered into an Agreement (the "Subscription Agreement") to subscribe for, in aggregate, 11,333,333 new Ordinary Shares to raise proceeds of £113,333.33 as further detailed below.
The participation of Jeremy Asher and Peter Taylor (the "Related Parties") constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Graeme Thomson, acting as the independent Director, consider, having consulted with the Company's Nominated Adviser, Peel Hunt LLP, that the terms of the Related Parties' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Following the issue of these shares and the Placing Shares the Directors' will hold 23.8% 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 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 | ||
| Number of Ordinary Shares | % of issued share capital | Number of Ordinary Shares | Number of Ordinary Shares | % of issued share capital |
Jeremy Asher* | 9,374,829 | 9.0 | 5,666,666 | 15,041,495 | 12.3 |
Peter Taylor | 4,785,059 | 4.6 | 5,666,667 | 10,451,726 | 8.6 |
Graeme Thomson# | 3,597,333 | 3.5 | - | 3,597,333 | 2.9 |
* 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.
# Independent Director
SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION
Application has been made for the Placing 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 5 July 2017.
Following admission of the Shares, the Company's enlarged issued share capital will comprise 122,128,588 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.
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.
This announcement has been issued by and is the sole responsibility of the Company.
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.
Contacts
Tower Resources plc
Jeremy Asher (Chairman and 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
Regulatory
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
Details of the person discharging managerial responsibilities / person closely associated | |||||
Name | Jeremy Asher | ||||
Reason for the notification | |||||
Position/status | Chairman and CEO | ||||
Initial notification /Amendment | Initial Notification | ||||
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
Name | Tower Resources plc | ||||
LEI | |||||
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 | |||||
Description of the Financial instrument, type of instrument Identification code | Ord Shares of 1.0p each | ||||
Nature of the transaction | Placing
| ||||
Price(s) and volume(s) |
| ||||
Aggregated information · Aggregated volume · Price
|
18,000,000 shares 1.0p per share | ||||
Date of the transaction | 2017-06-30 7:00am | ||||
Place of the transaction | London Stock Exchange, AIM (XLON)
| ||||
Details of the person discharging managerial responsibilities / person closely associated | |||||
Name | Peter Taylor | ||||
Reason for the notification | |||||
Position/status | Non Executive Director | ||||
Initial notification /Amendment | Initial Notification | ||||
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
Name | Tower Resources plc | ||||
LEI | |||||
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 | |||||
Description of the Financial instrument, type of instrument Identification code | Ord Shares of 1.0p each | ||||
Nature of the transaction | Placing
| ||||
Price(s) and volume(s) |
| ||||
Aggregated information · Aggregated volume · Price
|
18,000,000 shares 1.0p per share | ||||
Date of the transaction | 2017-06-30 7:00am | ||||
Place of the transaction | London Stock Exchange, AIM (XLON)
| ||||