TIDMTRP
RNS Number : 0699X
Tower Resources PLC
18 December 2023
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.
18 December 2023
Tower Resources plc
("Tower" or the "Company")
Completion of Subscription and Director's Dealings
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)),
the AIM listed oil and gas company with its focus on Africa, is
pleased to announce that, further to the Company's announcement
earlier today outlining the proposed subscription (the
"Subscription") for 3,000,000,000 new Ordinary Shares (the
"Subscription Shares"), the Company has successfully placed
3,000,000,000 new Ordinary Shares and raised gross proceeds
totalling GBP600,000 at a Subscription Price of 0.02 pence per
share. The Subscription Price of 0.02 pence per share represented a
13% discount to the closing bid price of the Company's shares on 15
December 2023.
Pursuant to the Subscription, Jeremy Asher, Chairman and CEO,
has entered into an Agreement (the "Subscription Agreement") to
subscribe for 400,000,000 new Ordinary Shares in the Subscription
for GBP80,000 as detailed below.
The participation of Jeremy Asher (the "Director Related Party")
constitutes a related party transaction in accordance with AIM Rule
13. Accordingly, Paula Brancato and Mark Enfield, the Director's
independent of the Subscription consider, having consulted with the
Company's Nominated Adviser, SP Angel Corporate Finance LLP, that
the terms of the Director Related Party participation in the
Subscription is fair and reasonable insofar as the Company's
shareholders are concerned.
The following table sets out the Directors' shareholdings and
percentage interests in the issued share capital of the Company
following completion of the subscription.
Holding prior Number Immediately following Admission
to the announcement of Subscription of the Subscription shares
of Proposed Subscription Shares acquired
pursuant
to the Subscription
Number of % of Number of Number of % of issued % of fully
Ordinary issued Ordinary Ordinary share diluted
Shares share Shares Shares capital share capital
capital
--------------- ----------- --------------------- -------------- ------------ --------------
Jeremy Asher(*) 611,603,608 6.46 400,000,000 1,011,603,608 8.11 7.18
--------------- ----------- --------------------- -------------- ------------ --------------
Mark Enfield(#) 1,877,546 0.02 - 1,877,546 0.02 0.01(--)
--------------- ----------- --------------------- -------------- ------------ --------------
Paula Brancato(#) - - - - - -
--------------- ----------- --------------------- -------------- ------------ --------------
* Includes shares held directly and via Agile Energy Ltd and
Pegasus Petroleum Ltd which are owned by the Asher Family Trust of
which Jeremy Asher is a lifetime beneficiary
(#) Independent Director
(--) This figure describes the ratio of shares held immediately
after admission to the fully diluted share capital; in the event
that Mr Asher and Mr Enfield exercised all warrants and options
they hold and continued to hold those additional shares after
exercise, then their respective shareholdings after full exercise
as a percentage of fully diluted capital would be 12.7% and 0.7%
respectively.
Share Capital Following the Subscription
Application has been made for the Subscription 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 10 January 2024.
Following admission of the Shares, the Company's enlarged issued
share capital will comprise 12,467,459,075 Ordinary Shares of 0.001
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.
Warrants and Options in Issue
Following the issue of Broker Warrants the total number of
Warrants and Options in issue is 1,615,088,147 equating to 11.5% of
the Company's enlarged share capital assuming full exercise of all
warrants and share options.
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.
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.
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
Jeremy Asher
Chairman & CEO
Andrew Matharu
VP - Corporate Affairs +44 20 7157 9625
BlytheRay
Financial PR
Tim Blythe
Megan Ray +44 20 7138 3208
SP Angel Corporate Finance
LLP
Nominated Adviser and Joint
Broker
Stuart Gledhill
Kasia Brzozowska +44 20 3470 0470
Axis Capital Markets Limited
Joint Broker
Lewis Jones
Ben Tadd +44 203 026 2689
Novum Securities Ltd
Joint Broker
Jon Bellis
Colin Rowbury +44 20 7399 9400
Panmure Gordon (UK) Limited
Joint Broker
John Prior
Hugh Rich +44 20 7886 2500
About Tower Resources
Tower Resources plc is an AIM listed energy company building a
balanced portfolio of energy opportunities in Africa across the
exploration and production cycle in oil and gas and beyond. The
Company's current focus is on advancing its operations in Cameroon
to deliver cash flow through short-cycle development and rapid
production with long term upside, and de-risking attractive
exploration licenses through acquiring 3D seismic data in the
emerging oil and gas provinces of Namibia and South Africa, where
world-class discoveries have recently been made.
Tower's strategy is centred around stable jurisdictions that the
Company knows well and that offer excellent fiscal terms. Through
its Directors, staff and strategic relationship with EPI Group,
Tower has access to decades of expertise and experience in Cameroon
and Namibia, and its joint venture with New Age builds on years of
experience in South Africa.
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: 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 Ordinary Shares of
instrument, type of instrument: 0.001 pence each
Identification code: GB00BZ6D6J81
--------------------------------- ------------------------------------------
b) Nature of the transaction: Subscription shares
--------------------------------- ------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
0.02 pence 400,000,000
------------
--------------------------------- ------------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above Price(s) Volume(s)
Price: 0.02 pence 400,000,000
--------------------------------- ------------------------------------------
e) Date of the transaction: 18 December 2023
07:15 GMT
--------------------------------- ------------------------------------------
f) Place of the transaction: Outside a trading
venue
--------------------------------- ------------------------------------------
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END
ROIDGBDDXUBDGXR
(END) Dow Jones Newswires
December 18, 2023 02:30 ET (07:30 GMT)
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