TIDMTRP
RNS Number : 9556C
Tower Resources PLC
21 June 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.
21 June 2019
Tower Resources plc
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 15 million new Ordinary Shares (the
"Subscription Shares"), the Company has successfully placed
15,000,000 new Ordinary Shares and raised gross proceeds totalling
GBP150,000 at a Subscription Price of 1.00 pence per share. The
Subscription Price of 1.00 pence per share represents a premium of
17.6% to the closing mid-price on 20 June 2019.
As previously disclosed, the purpose of the Subscription is
principally to fund working capital requirements as financing
negotiations for the Thali license and drilling of the NJOM-3 well
scheduled for Q3 2019 continue.
Pursuant to the Subscription, Jeremy Asher, Chairman and CEO,
has entered into an Agreement (the "Subscription Agreement") to
subscribe for 15 million new Ordinary Shares in the Subscription
for GBP150,000 as detailed below.
The participation of Jeremy Asher (the "Director Related Party")
constitutes a related party transaction in accordance with AIM Rule
13. Accordingly, 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 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 of Immediately following Admission
to the announcement Subscription of the Subscription shares
of Proposed Subscription Shares acquired
pursuant
to the Subscription
Number % of Number of Number of % of % of fully
of Ordinary issued Ordinary Ordinary issued diluted share
Shares share Shares Shares share capital
capital capital
---------------- ---------- --------------------- ----------- --------- --------------
Jeremy Asher(*) 70,891,495 12.5 15,000,000 85,891,495 14.8 9.6
---------------- ---------- --------------------- ----------- --------- --------------
Peter Taylor 18,451,726 3.3 - 18,451,726 3.2 2.1
---------------- ---------- --------------------- ----------- --------- --------------
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 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 at
8.00 a.m. on or around 26 June 2019.
Following admission of the Subscription Shares, the Company's
enlarged issued share capital will comprise 580,716,052 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.
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 and Joint
Broker +44 20 3470 0470
Stuart Gledhill
Caroline Rowe
Turner Pope Investments
(TPI) Limited
Joint Broker
Andy Thacker +44 20 3621 4120
Whitman Howard Limited
Joint Broker
Nick Lovering +44 20 7659 1234
Yellow Jersey PR Limited +44 20 3735 8825
Tim Thompson
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: 1 pence each
Identification code: GB00BZ6D6J81
--------------------------------- ------------------------------------------
b) Nature of the transaction: Subscription shares
--------------------------------- ------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
1.00 pence 15,000,000
-----------
--------------------------------- ------------------------------------------
d) Aggregated information: Single transaction
Aggregated volume: as in 4 c) above Price(s) Volume(s)
Price: 1.00 pence 15,000,000
--------------------------------- ------------------------------------------
e) Date of the transaction: 21 June 2019
07:15 BST
--------------------------------- ------------------------------------------
f) Place of the transaction: Outside a trading
venue
--------------------------------- ------------------------------------------
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
MSCEAKKEADENEFF
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June 21, 2019 02:30 ET (06:30 GMT)
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