THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
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.
6 June 2024
Tower Resources plc
("Tower" or the "Company")
Subscription to raise
Tower Resources plc (AIM: TRP), the AIM-listed oil and gas company focused on
The Subscription has been arranged with the Company's Chairman and CEO, Jeremy Asher, and another investor.
The proposed Subscription is being made to fund near term working capital and to progress work on the Company's licenses; including the Thali PSC, offshore
Tower Resources Chairman & CEO, Jeremy Asher, commented:
"This subscription reflects my personal confidence in the Company and my desire to purchase additional shares at this exciting moment for us. I am pleased that an investor, introduced by one of our brokers, shared the same view and also wanted to invest additional money into the Company at this time. Our focus remains on the successful completion of our current asset-level financing discussions and the execution of the NJOM-3 well, which we expect to drill later this year."
Contacts:
Tower Resources plc Jeremy Asher Chairman & CEO
Andrew Matharu VP - Corporate Affairs
|
+44 20 7157 9625
|
BlytheRay Financial PR Tim Blythe Megan Ray |
+44 20 7138 3208 |
|
|
SP Angel Corporate Finance LLP Stuart Gledhill Caroline Rowe Kasia Brzozowska
|
+44 20 3470 0470 |
Axis Capital Markets Limited Lewis Jones Ben Tadd |
+44 203 026 2689 |
|
|
Novum Securities Ltd Jon Bellis Colin Rowbury
|
+44 20 7399 9400 |
Related Party Transaction
The participation of Jeremy Asher (the "Director Related Party") constitutes a related party transaction in accordance with AIM Rule 13. Accordingly, Paula Brancato and Mark Enfield, 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 to the announcement of Subscription |
Number of Subscription Shares acquired pursuant to the Subscription |
Immediately following Admission of the Subscription Shares |
|||
|
Number of Ordinary Shares |
% of issued share capital |
Number of Ordinary Shares |
Number of Ordinary Shares |
% of issued share capital |
% of fully diluted share capital |
Jeremy Asher* |
1,011,603,608 |
6.08 |
695,652,174 |
1,707,255,782 |
9.57 |
8.09 |
Mark |
1,877,546 |
0.01 |
- |
1,877,546 |
0.02 |
0.01§ |
Paula Brancato# |
- |
- |
- |
- |
- |
- |
* Includes shares held directly and via Agile Energy Ltd and Pegasus Petroleum Ltd which are owned by the Asher Family Trust of which Jeremy Asher is a lifetime beneficiary
# Independent Director
§ This figure describes the ratio of shares held immediately after admission to the fully diluted share capital; in the event that Mr Asher and Mr Enfield exercised all warrants and options they hold and continued to hold those additional shares after exercise, then their respective shareholdings after full exercise as a percentage of fully diluted capital would be 16.04% and 0.88% respectively.
Share Capital following the Subscription
Application has been made for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission of the Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 13 June 2024.
Following Admission of the Subscription Shares, the Company's enlarged issued share capital will comprise 17,833,837,424 Ordinary Shares of
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
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
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
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
About Tower Resources
Tower Resources plc is an AIM listed energy company building a balanced portfolio of energy opportunities in
Tower's strategy is centred around stable jurisdictions that the Company knows well and that offer excellent fiscal terms. Through its Directors, staff and strategic relationship with EPI Group, Tower has access to decades of expertise and experience in
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: |
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 instrument, type of instrument: Identification code: |
Ordinary Shares of GB00BZ6D6J81
|
||||||
b) |
Nature of the transaction: |
Subscription for ordinary shares |
||||||
c) |
Price(s) and volume(s): |
|
||||||
d) |
Aggregated information: Aggregated volume: Price: |
Single transaction as in 4 c) above
|
||||||
e) |
Date of the transaction: |
5 June 2024 |
||||||
f) |
Place of the transaction: |
Outside a trading venue |
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.