TIDMTRP
RNS Number : 8862P
Tower Resources PLC
15 October 2019
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.
15 October 2019
Tower Resources plc
Completion of Placing, Issue of Fee shares and Director's
Dealings
Issue of Warrants
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 placing and subscription (the
"Placing") for 461,538,462 Ordinary Shares (the "Placing Shares")
and issue of 50,784,001 Ordinary Shares in lieu of fees (the "Fee
Shares"), the Company has issued a total of 512,322,462 Ordinary
Shares together with Warrants and raised gross proceeds from the
Placing totalling GBP1.5million at a Placing Price of 0.325 pence
per share., plus a further GBP165,048 in Fee Shares on the same
terms.
As previously disclosed, the purpose of the Placing is
principally to allow the Company to cover ongoing operational
costs, pay creditors and also secure the services of Geoquip
Marine's MV Investigator to undertake the site survey and drill
boreholes, which is the final step needed prior to being able to
bring the drill rig itself to the site.
As announced earlier today, in order to provide Pegasus and
Jeremy Asher respectively with sufficient time to realise other
assets to facilitate the further advance by Pegasus under the
Facility and the subscription by Jeremy Asher for GBP700,000 of new
ordinary shares in the Placing, the Placing comprises two
tranches:
-- the first tranche of GBP401,250, comprising a subscription
for 123,461,538 ordinary shares (the "First Tranche") including
GBP100,000 of Jeremy Asher's subscription, which is unconditional;
and
-- the second tranche of GBP1,098,750, comprising a subscription
for 338,076,923 ordinary shares (the "Second Tranche") including
GBP600,000 of Jeremy Asher's subscription is conditional on:
(i) the further advance by Pegasus of US$375,000 under the
Facility; and the repayment by the Company to the other Facility
lenders of $375,000 principal together with accrued interest;
and
(ii) completion of the subscription by Jeremy Asher for the
remaining GBP600,000 of new ordinary shares described below.
Completion of the First Tranche is expected on or around 21
October 2019 and completion of the Second Tranche is expected on or
around 12 November 2019.
As part of the Placing, Jeremy Asher, Chairman and CEO, has
entered into an Agreement (the "Subscription Agreement") to
subscribe for, in aggregate, 215,384,615 new Ordinary Shares in the
Placing (with attached warrants) for GBP700,000 as further detailed
below.
The Placing has also been supported by a number of the Company's
existing large shareholders, including Peel Hunt LLP who is
considered as a related party of the Company and has subscribed for
GBP250,000 pursuant to the Placing.
In addition, as noted above, certain service providers have
subscribed for 50,784,001 Ordinary shares ("Fee Shares") at the
Placing Price in lieu of fees either owing or arising over the next
six months. Furthermore the Company's broker Turner Pope
Investments (TPI) Ltd has agreed to take half of its commission in
the form of shares at the Placing price (without attached warrants,
as it is already receiving warrants in connection with the Placing)
and the precise amount of these shares (the "Commission Shares")
will be disclosed when the commission calculation is reconciled and
these shares are allotted.
The participation of Jeremy Asher constitutes a related party
transaction in accordance with AIM Rule 13. Accordingly, Peter
Taylor and David M Thomas, acting as the independent Directors,
consider, having consulted with the Company's Nominated Adviser, SP
Angel Corporate Finance LLP, that the terms of Jeremy Asher's
participation in the Placing is fair and reasonable insofar as the
Company's shareholders are concerned.
The participation of Peel Hunt LLP constitutes a related party
transaction in accordance with AIM Rule 13. Accordingly, Jeremy
Asher, Peter Taylor and David M Thomas, acting as the independent
Directors, consider, having consulted with the Company's Nominated
Adviser, SP Angel Corporate Finance LLP, that the terms of Peel
Hunt's participation in the Placing 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 to Number of Immediately following Admission
the announcement Placing of the Placing and Fee Shares
of Placing Shares acquired
pursuant
to the Placing
Number of % of Number of Number of % of % of fully
Ordinary issued Ordinary Ordinary issued diluted
Shares share Shares Shares share share capital
capital capital
----------- --------- ----------------- ------------ --------- --------------
Jeremy Asher(*) 85,891,495 14.8 215,384,615 301,276,110 27.6 18.7
----------- --------- ----------------- ------------ --------- --------------
Peter Taylor 18,451,726 3.2 - 18,451,726 1.7 1.1
----------- --------- ----------------- ------------ --------- --------------
David M Thomas(#) - - - - - -
----------- --------- ----------------- ------------ --------- --------------
* 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 Issue of Fee Shares
Application will be made for the Placing Shares and Fee Shares
to be admitted to trading on AIM when each tranche of shares is
formally allocated. It is expected that Admission of the First
Tranche of Placing Shares and Fee Shares will occur on or around 21
October 2019 and completion of the Second Tranche is expected on or
around 12 November 2019.
Following admission of the First Tranche of Placing Shares and
Fee Shares, the Company's enlarged issued share capital will
comprise 754,961,591 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.
Following admission of the Second Tranche of Placing Shares and
Fee Shares, and the Company's current estimate of the Commission
Shares, the Company's enlarged issued share capital will comprise
1,093,038,514 Ordinary Shares of 0.001 pence each with voting
rights in the Company.
Issue of Warrants
Warrants are being issued in lieu of GBP15,000 (in aggregate) of
Directors fees to Peter Taylor (Non-Executive Director), and Jeremy
Asher (as Chairman) in partial settlement of fees due for the
period from 1 October 2019 to 31 December 2019, to conserve the
Company's working capital.
The Warrants are exercisable at 0.5 pence per share and are
exercisable for a period of 5 years from the date of issue. The
exercise period for the Director warrants differs from the exercise
period for the Placing and Broker Warrants because the Company's
long-standing practice has been to offer the Directors 5-year
warrants in lieu of fees, and by offering five-year warrants the
aggregate number of warrants being provided to Directors for a
given level of fees is reduced. The Warrants being issued are
detailed below:
Director Number Number Number Total number Shareholding % of issued
of Director of First of Second of Warrants upon exercise share
Warrants Tranche Tranche held including of total capital
being Placing Placing this issue* number of upon exercise
issued Warrants Warrants Warrants of Warrants
being issued being issued held
Peter
Taylor 3,675,644 - - 22,276,628 40,728,354 2.6%
------------- -------------- -------------- ---------------- --------------- ---------------
Jeremy
Asher 7,315,289 10,256,410 61,538,462 166,346,169 467,652,279 28.7%
------------- -------------- -------------- ---------------- --------------- ---------------
*Warrants are held at different prices, and Jeremy Asher's total
includes warrants held by Pegasus
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 stock 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.
Peter Taylor and Jeremy Asher are considered to be "related
parties" as defined under the AIM Rules and accordingly, the issue
of Warrants to them constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules.
David M Thomas, being the sole Director independent of the
transaction, considers, having consulted with SP Angel Corporate
Finance LLP, the Company's Nominated Adviser, that the terms of the
issue of warrants are fair and reasonable insofar as the Company's
shareholders are concerned.
In addition, one warrant is being issued for each three Placing
shares and Fee shares issued, totalling 170,774,151 warrants
("Placing and Fee Warrants"). The Placing and Fee Warrants are
exercisable at 1.0 pence per share for a period of three years from
issue.
A further 9,600,000 warrants with an exercise price of 0.5 pence
per share and exercisable for a period of three years are being
issued to Turner Pope Investments ("TPI") Limited for services
pursuant to the Placing ("Broker Warrants").
The Placing and Fee Warrants and Broker Warrants will be issued
on the conditional approval of an increase to the Company's
existing authorities to allot shares at the Company's next
EGM/AGM.
Following the issue of the both tranches of placing warrants and
the Broker Warrant and Director warrants, there will be 444,284,489
warrants in issue, which represents 28.9% of the fully diluted
share capital of 1,537,323,003 shares after exercise of the above
warrants and excluding stock options. The fully diluted share
capital including all warrants and stock options would then be
1,608,940,403 shares.
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
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Contacts
Tower Resources plc info@towerresources.co.uk
Jeremy Asher
Chairman and CEO
Andrew Matharu
VP - Corporate Affairs
SP Angel Corporate Finance
LLP
Nominated Adviser +44 20 3470 0470
Stuart Gledhill
Caroline Rowe
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker
Zoe Alexander +44 20 3657 0500
Whitman Howard Limited
Joint Broker
Nick Lovering +44 20 7659 1234
Yellow Jersey PR Limited +44 20 3735 8825
Sarah Hollins
Henry Wilkinson
Notes:
Tower Resources Cameroon S.A, a wholly-owned subsidiary of Tower
Resources plc, holds a 100% interest in the shallow water Thali
(formerly known as "Dissoni") Production Sharing Contract (PSC), in
the Rio del Rey basin, offshore Cameroon. Tower was awarded the PSC
on 15 September 2015 for an Initial Exploration Period of 3
years.
The Thali PSC covers an area of 119.2 km(2), with water depths
ranging from 8 to 48 metres, and lies in the prolific Rio del Rey
basin, in the eastern part of the Niger Delta. The Rio del Rey
basin has, to date, produced over one billion barrels of oil and
has estimated remaining reserves of 1.2 billion barrels of oil
equivalent ("boe"), primarily within depths of less than 2,000
metres. The Rio del Rey is a sub-basin of the Niger Delta, an area
in which over 34.5 billion barrels of oil has been discovered, with
2.5 billion boe attributed to the Cameroonian section.
An independent Reserve Report conducted by Oilfield
International Limited (OIL) have highlighted the contingent and
potential resources on the Thali licence and the associated
Expected Monetary Value (EMV) as follows:
-- Gross mean contingent resources of 18 MMbbls of oil across
the proven Njonji-1 and Njonji-2 fault blocks;
-- Gross mean prospective resources of 20 MMbbls of oil across
the Njonji South and Njonji South-West fault blocks;
-- Gross mean prospective resources of 111 MMbbls of oil across
four identified prospects located in the Dissoni South and Idenao
areas in the northern part of the Thali licence;
-- Calculated EMV10s of US$118 million for the contingent
resources, and US$82 million for the prospective resources,
respectively.
In accordance with the guidelines for the AIM market of the
London Stock Exchange, Dr Mark Enfield, BSc, PhD, FGS, Advisor to
the Board of Tower Resources plc, who has over 30 years' experience
in the oil & gas industry, is the qualified person that has
reviewed and approved the technical content of this
announcement.
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: 1. Placing shares-
First and Second Tranche
2. Warrants in lieu
of Directors fees
3. Placing Warrants-
First and Second Tranche
------------------------------------ ---------------------------------
c) Price(s) and volume(s): Price(p) Volume(s)
0.325 215,384,615
------------
Price(p) Volume(s)
0.50 7,315,289
----------
Price(p) Volume(s)
0.325 71,794,872
-----------
------------------------------------ ---------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above
Price:
------------------------------------ ---------------------------------
e) Date of the transaction: 15 October 2019
07:30 BST
------------------------------------ ---------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Peter Taylor
--------------------------------- ---------------------------------------
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 Ordinary Shares of
instrument, type of instrument: 0.001 pence each
Identification code: GB00BZ6D6J81
--------------------------------- ---------------------------------------
b) Nature of the transaction: Warrants in lieu of
Directors fees
--------------------------------- ---------------------------------------
c) Price(s) and volume(s): Price(p) Volume(s)
0.50 3,675,644
----------
--------------------------------- ---------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above Price(p) Volume(s)
Price: 0.50 3,675,644
--------------------------------- ---------------------------------------
e) Date of the transaction: 15 October 2019
07:30 BST
--------------------------------- ---------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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October 15, 2019 02:30 ET (06:30 GMT)
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