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, THE REPUBLIC OF IRELAND 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.
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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, further to the Company’s announcement earlier today outlining the proposed non-brokered subscription (the “Placing”) for approximately 45.9 million new Ordinary Shares (the “Placing Shares”), the Company has successfully placed 45,919,084 new Ordinary Shares and raised gross proceeds totaling £1.03 million at a Placing Price of 2.25 pence per share.
As part of the Placing, Jeremy Asher, Chairman and certain other Directors today entered into an Agreement (the “Subscription Agreement”) to subscribe for, in aggregate, 14,111,112 new Ordinary Shares to raise proceeds of £317,500 as further detailed below.
The participation of the Directors other than Philip Swatman and Philip Frank (the “Related Parties”) constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Philip Swatman and Philip Frank, acting as the independent Directors, consider, having consulted with the Company’s Nominated Adviser, Peel Hunt LLP, that the terms of the Related Parties’ participation in the Placing are fair and reasonable insofar as the Company’s shareholders are concerned.
In addition a total of 1,795,382 New Ordinary Shares have today been issued to certain Directors and a former Director in lieu of fees foregone.
Following the issue of these shares and the Placing Shares the Directors’ will hold 25.1% of the enlarged issued share capital. The following table sets out the Directors’ shareholdings and percentage interests in the issued share capital of the Company following the new issue together with Directors subscription for Placing Shares.
|Holding prior to the announcement of Proposed Placing||Number of Subscription Shares acquired pursuant to the Placing||Number of Shares in lieu of fees ^||Immediately following Admission of the Placing and Shares in lieu of fees|
|Number of Ordinary Shares||% of issued share capital||Number of Ordinary Shares||Number of Ordinary Shares||Number of Ordinary Shares||% of issued share capital|
* 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.
† 18,680 of these shares are held by QX Energy Limited, a company controlled by Nigel Quinton, Exploration Director, and his family.
‡ 26,000 of these shares are held by Raigersfield Capital Limited, a company controlled and 52% owned by Philip Swatman and his wife.
** Denotes a former Director
^ Issued at prices between 2.25p and 26.85p
# Independent Directors
SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION
Application has been made for the Placing Shares and shares issued in lieu of fees to be admitted to trading on AIM. It is expected that Admission of the Shares will become effective and that dealings will commence in the Placing and Contractual Shares by 8.00 a.m. on or around 13 September 2016.
Following admission of the Shares, the Company’s enlarged issued share capital will comprise 75,803,421 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.
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.
This announcement has been issued by and is the sole responsibility of the Company.
Peel Hunt LLP is authorised and regulated in the UK by the Financial Conduct Authority and is advising the Company and no one else in connection with the Placing (whether or not a recipient of this announcement). Peel Hunt will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to customers of Peel Hunt nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it. The responsibilities of Peel Hunt, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to London Stock Exchange and are not owed to the Company or to any Director or Shareholder or to any other person in respect of their decision to acquire Ordinary Shares in reliance on any part of this announcement.
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.
Tower Resources plc
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/Richard De Pencier
+44 20 7016 9572