Tower Resources PLC Extension of Loan Facility and Issue of Warrants (6159R)
01 Luglio 2020 - 8:00AM
UK Regulatory
TIDMTRP
RNS Number : 6159R
Tower Resources PLC
01 July 2020
1 July 2020
Tower Resources plc
Extension of Loan Facility
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,
announces a further extension of its Loan Facility ("Facility") of
US$750,000.
The Facility will now be due for repayment on or before 15
August 2020 (the "Extension") and the terms of the extension
include the issue of 4.5 million of five-year warrants with a
strike price of 0.35 pence, being a premium of 11.1% to the closing
price on 30 June 2020. The reason for the extension is the delay to
the completion of the farm-out to OilLR, and the timing reflects
the Company's expectation in respect of the first payment into
escrow. The Facility does also contain a grace period of 21 working
days in the event of any further modest delay.
On 15 October 2019 a restructuring of the Facility was announced
resulting in Pegasus Petroleum Ltd ("Pegasus") holding 100% of the
Facility. Pegasus is a company owned and controlled by Tower's
Chairman and CEO, Jeremy Asher.
Background and Issue of Warrants
The Facility was originally established as a bridging loan by
Pegasus in April 2019, and was joined by a number of third parties
in May 2019. At the end of July 2019, when the facility was already
overdue for repayment, an extension to the end of August was agreed
with all the parties to the Facility, in return for the issue of 3
million five year warrants with a strike price slightly above the
then-prevailing share price. The Company has looked to this
transaction as a guide to a reasonable basis for extending the
Facility for a further month and 15 days at this juncture.
The Company has agreed with Pegasus an extension of the
repayment of the Facility until 15 August 2020 in return for the
issue of 4.5 million five-year warrants with a strike price of
0.35p per share. The value of these warrants, based on a Bloomberg
valuation using Black-Scholes, is approximately 0.223p per warrant,
with the aggregate warrant value of GBP10,053 corresponding to
approximately 1.66% of the value of the Facility, and is intended
to compensate the Facility lender for its additional risk and for
the additional default interest that the lender will forego by
granting the extension. The Bridging Loan will continue to have a
preferential right of repayment from any future financing in excess
of US$2,500,000, and will remain secured by the Company with
interest due of 1% per month (accrued and paid on repayment) along
with a fixed and floating charge over the Company's assets.
The warrants will be issued to Pegasus, which holds 100% of the
Facility. Jeremy Asher, as a director of the Company, and Pegasus,
are considered to be "related parties" as defined under the AIM
Rules and accordingly, the Extension and issue of warrants
constitute related party transactions for the purposes of Rule 13
of the AIM Rules. The table of Director warrants will therefore be
updated as follows:
Director Number of Total number Shareholding % of issued
Warrants of Warrants upon exercise share capital
being issued held including of total upon exercise
this issue* number of of Warrants++
Warrants
held
Jeremy Asher 4,500,000 192,854,191 494,130,301 28.4%
-------------- ---------------- --------------- ---------------
Peter Taylor - 36,928,643 55,380,369 3.2%
-------------- ---------------- --------------- ---------------
David M Thomas - 13,186,813 13,186,813 0.8%
-------------- ---------------- --------------- ---------------
*Warrants are held at different prices
Warrants issued to Pegasus Petroleum Ltd; a company beneficially
owned by Jeremy Asher
++Excludes share options
Related Party Transaction
The Directors independent of the Facility, being Peter Taylor
and David M Thomas, consider, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, that the
terms of the extension to the Facility and issue of warrants are
fair and reasonable insofar as the Company's shareholders are
concerned.
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 +44 20 7157 9625
Jeremy Asher
Chairman and CEO
Andrew Matharu
VP - Corporate Affairs
SP Angel Corporate Finance
LLP
Nominated Adviser and
Joint Broker + 44 20 3470 0470
Stuart Gledhill
Caroline Rowe
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker
Zoe Alexander + 44 20 3657 0050
Whitman Howard Limited
Joint Broker
Nick Lovering + 44 20 7659 1234
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: 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: Bridging Loan Extension
Facility warrants
--------------------------------- ------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
0.35 pence 4,500,000
----------
--------------------------------- ------------------------------------------
d) Aggregated information: Single Transaction
Aggregated volume: as in 4 c) above Price(s) Volume(s)
Price: 0.35 pence 4,500,000
--------------------------------- ------------------------------------------
e) Date of the transaction: 1 July 2020
07:00 BST
--------------------------------- ------------------------------------------
f) Place of the transaction: Outside a trading
venue
--------------------------------- ------------------------------------------
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END
MSCWPUBUQUPUGRU
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July 01, 2020 02:00 ET (06:00 GMT)
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