Tower Resources plc (the “Company” or “Tower” (TRP.L, TRP LN)), the AIM-listed Africa-focussed oil and gas exploration company, is pleased to announce that at the Annual General Meeting (“AGM”) of the Company held earlier today, all of the resolutions proposed in the notice of meeting set out in a circular to shareholders dated 14 March 2016 (“Circular”), were duly passed. Mr Peter Blakey has, as previously announced, stepped down from the Board following the AGM.
In addition to the usual business, the Company also sought shareholder approval for a consolidation and sub-division of the Company’s share capital (the “Share Capital Reorganisation”), details of which were included in the Circular.
Following the passing of the Share Capital Reorganisation resolutions, every 250 existing ordinary shares of 0.1p each (“Existing Ordinary Shares”) that are in issue as at 5.00pm today will be consolidated into one new ordinary share of £0.01 each (“New Ordinary Share”). Other than the change in nominal value, the New Ordinary Shares arising on implementation of the share consolidation will have the same rights as the Existing Ordinary Shares, including voting and other rights. All existing options and warrants will be consolidated on the same 250-to-1 basis and the Company’s new SEDOL code will be BZ6D6J8 and its new ISIN code will be GB00BZ6D6J81.
All shareholders and option holders will retain the same percentage interest in the Company post consolidation as previously held.
Application has been made for the New Ordinary Shares to be admitted to trading on AIM and this is expected to become effective at 8.00am on or around 7 April 2016. With effect from admission, the Company’s issued share capital will comprise 27,228,472 New Ordinary Shares with each share carrying the right to one vote. There are no shares held in treasury. The total number of voting rights in the Company is therefore 27,228,472 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.
Shareholders who hold Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the New Ordinary Shares following Admission on 7 April 2016. Following the Share Capital Reorganisation, existing share certificates will cease to be valid and new share certificates will be despatched to those shareholders who hold their Existing Ordinary Shares in certificated form, on or before 21 April 2016.
At the AGM the Chairman, Mr Jeremy Asher, who owns 6.6% of the issued share capital, said:
“2015 was a year of transition for Tower, as we explained in our Annual Report. We have repositioned our portfolio to include proven basins, with the signing of a 100% interest in the Thali PSC in the prolific Rio Del Rey shallow water area of Cameroon. Thali already has three discovery wells, so it is already part-way to reaching a commercial reserve threshold.
We have also reduced and deferred our other near-term commitments, to minimise risk and near-term funding needs, to the extent possible, while retaining the longer term upside we see in South Africa, Zambia, and Namibia. All three offer huge upside potential with large acreage positions in very underexplored but highly promising basins. The changed oil price environment and negative market sentiment make it unattractive to spend money on high-risk drilling at the moment, but we can maintain such longer term opportunities with low cost work to be done in the next couple of years. Tower is now operator in Cameroon and Zambia and it is as operator that we have applied for new licences in Namibia and elsewhere, which allows us to control the precise nature, cost and timing of our activity.
I would like to see Tower use this period of low acquisition and entry costs to further strengthen our portfolio with more low risk exploration and appraisal opportunities in proven and emerging basins, ideally as operator. We will only invest where we envisage returns of many multiples of our investment in the medium-term, and where we are confident of being able to attract the required capital, but the current difficult market does present some outstanding opportunities.
Meanwhile, in Thali, our flagship project in Cameroon, our plans for the acquisition of high resolution 3D seismic proceed apace, with environmental approvals expected very shortly. We have a local team in place and relationships with Government and other stakeholders are excellent. We expect to be making decisions in the next few months regarding potential contractors and industry partners.
I believe that Tower now has an attractive, well-focused portfolio, combining proven and frontier basin interests. Our team is flexible and appropriate for today’s conditions and our active management of near-term commitments and risk should position us well to reap the upside when the sector recovery comes, as it inevitably will.”
Jeremy Asher (Chairman)
Graeme Thomson (CEO)
Andrew Matharu (VP – Corporate Affairs)
+44 20 7253 6639
Peel Hunt LLP (Nominated Adviser and Broker)
Richard Crichton/Ross Allister
+44 20 7418 8900
Chris McMahon / Patrick d’Ancona
+44 20 7830 9702