Tower Resources plc (the “Company” or “Tower” (TRP.L, TRP LN)), the AIM listed Africa focussed oil and gas exploration company, announces the following issuance of New Ordinary Shares, voluntary cancellation of options and allocation of previously announced options.
Contractual Issue of Equity
Pursuant to contractual arrangements and as further detailed below, Tower has issued 42,676,920 New Ordinary Shares at a price of 0.1791p as part payment for services provided in the third quarter of 2015 and to certain Directors in lieu of fees. The issue price represents the average of the closing share price for the calendar quarter ending 30 September 2015.
A total of 39,187,248 New Ordinary Shares have today been issued to P.D.F Limited, the Company’s Outsourced Exploration Department (OExD®), a company owned by Dr. Mark Enfield, Managing Director, in part payment for services for the period covering 1 July 2015 to 30 September 2015. P.D.F Limited now holds a total of 182,051,292 Ordinary Shares, including 17,350,438 Ordinary Shares in Tower owned by Dr. Mark Enfield, representing a combined interest of 2.7% of the issued share capital.
A total of 3,489,672 New Ordinary Shares have today been issued to certain Directors in lieu of fees foregone in the third quarter of 2015. The following table sets out the Directors and management shareholdings and percentage interests in the issued share capital of the Company following the new issue.
|Shareholding prior to issue||Shares Issued||Shareholding following issue||% of Issued Share Capital|
* These shares are held by Agile Energy Limited, which is owned by the Asher Family Trust of which Jeremy Asher is the lifetime beneficiary.
**5,000,000 of these shares are held by Raigersfield Capital Limited, a company controlled and 52% owned by Philip Swatman.
‡4,670,124 of these shares are held by QX Energy Limited, a company controlled by Nigel Quinton, Exploration Director, and his family.
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. The shares will rank pari passu in all respects with the Company’s existing Ordinary Shares. It is expected that the admission will become effective and that trading in the New Ordinary Shares will commence at 8.00am on or around 14 December 2015.
Following Admission of the above New Ordinary Shares, the Company’s enlarged issued share capital will comprise of 6,807,118,052 Ordinary Shares of 0.1 pence each with voting rights. 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 their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
Voluntary Cancellation of Options
Certain Directors, management and retained consultants have voluntarily relinquished options granted over 131,000,000 ordinary shares with exercise prices ranging from 0.75 pence to 3.50 pence per share and with expiry dates ranging from April 2017 to October 2019. These voluntary cancellations are set out in the table below. The 78,700,000 options granted on 27 December 2014 with an exercise price of 0.70 pence per share have been retained by the Directors, management and consultants.
Allocation of Previously Announced Options
As announced on 15 July 2015, as part of the placing and subscription, the Remuneration Committee of the Board has now allocated these options at the Placing price of 0.19p per share over an aggregate of 120,000,000 ordinary shares. The options will vest in three equal tranches being 12, 24 and 36 months respectively after issue and will expire, if not previously exercised, on the fifth anniversary of their issue.
|Director/PDMR||Number of options prior to grant and cancellation||Number of options granted at 0.19p||Number of options cancelled||Total number of remaining options|
|Graeme Thomson, CEO||85,000,000||33,000,000||50,000,000||68,000,000|
|Nigel Quinton, Exploration Director||42,000,000||27,000,000||27,000,000||42,000,000|
|Philip Swatman, Non-Executive Director||1,500,000||–||1,500,000||–|
|Eric Griffith, Asset Manager||12,500,000||16,200,000||10,000,000||18,700,000|
|Andrew Matharu, VP Corporate Affairs||25,000,000||15,000,000||15,000,000||25,000,000|
|Andrew Smith, Financial Controller||10,700,000||14,700,000||–||25,400,000|
|P.D.F Limited 2008 Employee Benefit Trust||21,500,000||12,000,000||17,500,000||16,000,000|
The total number of outstanding options is now 198,700,000 representing 2.8% of the fully diluted issued share capital of the Company with an exercise price ranging from 0.19 to 0.70 pence per share and with expiry dates ranging from December 2019 to December 2020.
Graeme Thomson (CEO)
Andrew Matharu (VP – Corporate Affairs)
+44 20 7253 6639
Peel Hunt LLP (Nominated Adviser and Joint Broker)
Richard Crichton/Ross Allister
+44 20 7418 8900
GMP Securities Europe LLP (Joint Broker)
Rob Collins/Emily Morris
+44 20 7647 2800
Chris McMahon/ Alex Aleksandrov
+44 20 7016 9572