REG - Tlou Energy Ltd - A$1m Placement
23/08/2024 07:00
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RNS Number : 5056B Tlou Energy Ltd 23 August 2024
23 August 2024
Tlou Energy Limited
("Tlou" or "the Company")
~A$1m Placement
Tlou Energy Limited is pleased to announce that it has raised A$995,787
(~£512,119, ~BWP8.82 million) pursuant to a placing of 28,451,068 new
ordinary shares of no par value at an issue price of A$0.035 (~£0.018,
~BWP0.31) per share ("New Shares").
The funds have been raised from Tlou Directors and their family as well as
professional and sophisticated investors and will go towards development of
Tlou's Lesedi project in Botswana.
The issue price is equal to the closing ASX share price on 22 August 2024 of
A$0.035 and a 9% premium to the 15-day volume weighted average price for
Tlou's shares traded on the ASX of A$0.0321.
Non-Related Party Shares
16,198,413 of the New Shares ("Non-Related Party Shares") being issued under
the Placement will be issued under the Company's capacity under ASX Listing
Rule 7.1. The settlement of the Placement will be completed on Wednesday 28
August 2024. Application will be made for the allotment and quotation of the
New Shares to trading on ASX, AIM, and BSE with the quotation of the shares
expected to take place on, or around 30 August 2024 ("Admission"). The New
Shares will, when issued, be credited as fully paid and will rank pari passu
in all respects with the Company's existing issued ordinary shares from
issue.
Director Shares
12,252,655 of the New Shares ("Director Shares") being issued under the
Placement will be issued to Directors (or their nominees) subject to the issue
of these shares being approved by shareholders under Listing Rule 10.11 at a
General Meeting of Shareholders which is expected to take place on or around
25 September 2024.
Directors have agreed to subscribe for New Shares as follows:
Director Number of shares subscribed Resultant holding Percentage of the enlarged issued share capital
Anthony Gilby 9,000,000 75,000,000 5.78%
Hugh Swire 1,500,000 14,994,492 1.15%
Colm Cloonan 1,752,655 8,000,000 0.62%
Related Party Transactions
The issue of shares to Directors constitute related party transactions under
Rule 13 of the AIM Rules for Companies.
The independent Directors, Mr Gabaake Gabaake and Mr Martin McIver consider,
having consulted with Grant Thornton UK LLP, that the issue of New Shares to
Anthony Gilby, Colm Cloonan and Hugh Swire as set out above is fair and
reasonable insofar as the Company's shareholders are concerned.
Admission of New Shares
Application will be made for the allotment and quotation of the Non-Related
Party Shares to trading on ASX, AIM, and BSE with the quotation of the shares
to non-related parties expected to take place on, or around 30 August 2024.
Application will be made for the allotment and quotation of the Director
Shares to trading on ASX, AIM, and BSE with the quotation of the shares
expected to take place on, or around 30 September 2024 ("Admission").
The New Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Company's existing issued
ordinary shares from issue.
Total voting rights
For the purposes of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules ("DTRs"), following the issue of the Non-Related Party
Shares, the Company's enlarged share capital will comprise 1,286,331,664
ordinary shares of no par value ("Ordinary Shares"). All of the Ordinary
Shares have equal voting rights and there are no shares held in Treasury. This
figure of 1,286,331,664 may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the DTRs.
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
By Authority of the Board of Directors
Mr. Anthony Gilby
Managing Director
****
For further information regarding this announcement please contact:
Tlou Energy Limited +61 7 3040 9084
Tony Gilby, Managing Director
Solomon Rowland, General Manager
Grant Thornton (Nominated Adviser) +44 (0)20 7383 5100
Harrison Clarke, Colin Aaronson, Elliot Peters
Zeus Capital (UK Broker) +44 (0)20 3829 5000
Simon Johnson
Investor Relations
Ashley Seller (Australia) +61 418 556 875
FlowComms Ltd - Sasha Sethi (UK) +44 (0) 7891 677 441
About Tlou
Tlou is developing energy solutions in Sub-Saharan Africa through gas-fired
power and ancillary projects. The Company is listed on the ASX (Australia),
AIM (UK) and the BSE (Botswana). The Lesedi Gas-to-Power Project ("Lesedi") is
100% owned and is the Company's most advanced project. Tlou's competitive
advantages include the ability to drill cost effectively for gas, operational
experience and Lesedi's strategic location in relation to energy customers.
All major government approvals have been achieved.
Forward-Looking Statements
This announcement may contain certain forward-looking statements. Actual
results may differ materially from those projected or implied in any
forward-looking statements. Such forward-looking information involves risks
and uncertainties that could significantly affect expected results. No
representation is made that any of those statements or forecasts will come to
pass or that any forecast results will be achieved. You are cautioned not to
place any reliance on such statements or forecasts. Those forward-looking and
other statements speak only as at the date of this announcement. Save as
required by any applicable law or regulation, Tlou Energy Limited undertakes
no obligation to update any forward-looking statements.
ANNEX
Template for 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 Colm Cloonan
2 Reason for the notification
a) Position/status Finance Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Tlou Energy Limited
b) LEI 213800SHI2BVAY1A4L52
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 instrument, type of instrument Placing for Shares
Identification code Ordinary Share ISIN : AU000000TOU2
b) Nature of the transaction Ordinary Shares acquired under a non-renounceable entitlement offer.
c) Price(s) and volume(s)
Price(s) Volume(s)
Ordinary Shares: A$0.035 1,752,655
d) Aggregated information
- Aggregated volume
- Price
e) Date of the transaction 22/08/2024
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Hugh Swire
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Tlou Energy Limited
b) LEI 213800SHI2BVAY1A4L52
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 instrument, type of instrument Placing for Shares
Identification code Ordinary Share ISIN : AU000000TOU2
b) Nature of the transaction Ordinary Shares acquired under a non-renounceable entitlement offer.
c) Price(s) and volume(s)
Price(s) Volume(s)
Ordinary Shares: A$0.035 1,500,000
d) Aggregated information
- Aggregated volume
- Price
e) Date of the transaction 22/08/2024
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Anthony Gilby
2 Reason for the notification
a) Position/status Managing Director and Chief Executive Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Tlou Energy Limited
b) LEI 213800SHI2BVAY1A4L52
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 instrument, type of instrument Placing for Shares
Identification code Ordinary Share ISIN : AU000000TOU2
b) Nature of the transaction Ordinary Shares acquired under a non-renounceable entitlement offer.
c) Price(s) and volume(s)
Price(s) Volume(s)
Ordinary Shares: A$0.035 9,000,000
d) Aggregated information
- Aggregated volume
- Price
e) Date of the transaction 22/08/2024
f) Place of the transaction Outside a trading venue
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