TIDMTRP
RNS Number : 0531L
Tower Resources PLC
14 July 2017
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 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.
14 July 2017
Tower Resources plc
Open Offer and Notice of Annual General Meeting
Tower Resources plc (the "Company" or "Tower" (TRP.L, TRP LN)),
the AIM listed Africa focussed oil and gas exploration company,
announced on 30 June 2017 a placing of GBP180,000 and the intention
to undertake an open offer to enable existing shareholders to
participate in a further issue of new equity in the Company at the
Placing Price of 1.0 pence per share. A circular setting out full
details of the Open Offer, including the terms and conditions and
details on how to accept the Open Offer, (the "Circular") and an
accompanying Application Form have been posted to shareholders
today. The Circular also includes a notice convening the Annual
General Meeting of the Company which is to be held at the offices
of Peel Hunt LLP at Moor House, 120 London Wall, London, EC2Y 5ET
at 4:00 p.m. on 11 August 2017.
Further to the Company's announcement of 12 May 2017, Tower's
shares are currently suspended from trading on the AIM Market due
to significant uncertainty in relation to its financial position.
Whilst the Placing combined with the proceeds of the Open Offer
will provide the Company with some financial headroom within which
to continue to pursue a transaction in relation to its Thali asset,
it is currently anticipated that the Company's shares will remain
suspended from trading until such time as there is greater
certainty regards to Tower's future prospects. Further information
relating to the Company's strategy, view of its assets, and its
current financial position is contained within the Company's 2016
Annual Report and the "Going Concern" section below.
The Directors continue to believe that there is significant
value in the Company's assets including its Thali asset and remain
confident that a transaction in relation to that asset that would
release funding for the Company's short-term requirements can be
achieved in due course. As a result, certain directors and
shareholders participated in the Placing on 30 June 2017.
Notwithstanding the continued suspension of the Company's shares,
Tower believes that other existing shareholders should be provided
with the same opportunity to subscribe for Ordinary Shares at the
Placing Price and therefore the Company is also making this Open
Offer at the Placing Price.
A copy of the circular will be made available today on the
Company's website at www.towerresources.co.uk
OPEN OFFER
The Company is today pleased to announce the launch of an open
offer for an aggregate of up to 18,789,013 Open Offer Shares at a
price of 1.0 pence per share (the "Open Offer Price") to raise up
to c. GBP188,000 (the "Open Offer"). The Open Offer Price of 1.0
pence per share represents a 58.0% discount to the middle market
closing price of 2.38 pence per share on 11 May 2017, being the day
prior to the suspension of the Company's shares on AIM pending
clarification of its financial circumstances.
As detailed further in the Circular, the Open Offer will result
in the issue of up to 18,789,013 Open Offer Shares assuming full
take up under the Open Offer (representing, in aggregate,
approximately 13.3 per cent. of the Company's Enlarged Share
Capital).
Qualifying Shareholders may subscribe for Open Offer Shares on
the basis of 2 Open Offer Shares at the Open Offer Price for every
13 Existing Ordinary Shares held on the record date, being the
close of business on 12 July 2017 (the "Record Date").
Qualifying Shareholders subscribing for their full entitlement
under the Open Offer may also request further Open Offer Shares
through the excess application facility further described in the
Circular. Completion of the Open Offer is expected to take place on
4 August 2017.
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the
Circular.
The Open Offer is conditional upon the Admission of the Open
Offer Shares becoming effective by not later than 8.00 a.m. on or
around 11 August 2017 (or such later time and/or date as the
Company may determine, not being later than 8.00 a.m. on 18 August
2017).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer close of business on 12 July 2017
Publication and despatch of this document, Application Forms 14 July 2017
and Forms of Proxy
Expected ex-entitlement date for Open Offer 8.00 a.m. on 14 July 2017
Open Offer Entitlements and CREST Excess Entitlements as soon as practicable after 8:00am on 17 July 2017
credited to CREST stock accounts of
Qualifying CREST Holders
Recommended latest time for requesting withdrawal of Open 4.30 p.m. on 31 July 2017
Offer Entitlements and CREST Excess
Entitlements from CREST
Latest time for depositing Open Offer Entitlements and CREST 3.00 p.m. on 1 August 2017
Excess Entitlements into CREST
Latest time and date for splitting Application Forms (to 3.00 p.m. on 2 August 2017
satisfy bona fide market claims)
Latest time and date for receipt of completed Application 11.00 a.m. on 4 August 2017
Forms and payment in full under
the Open Offer or settlement of relevant CREST instruction
(if appropriate)
Latest time and date for settlement of relevant CREST 11.00 a.m. on 4 August 2017
instruction
Expected date of announcement of the results of Open Offer afternoon of 7 August 2017
Latest time and date for receipt of Forms of Proxy 4:00 p.m. on 9 August 2017
Admission of the Open Offer Shares to AIM (1) 8.00 a.m. on 11 August 2017
CREST member accounts expected to be credited for the Open as soon as practicable on 11 August 2017
Offer Shares
Annual General Meeting 4:00 p.m. on 11 August 2017
Expected date of announcement of the results of the Annual Afternoon of 11 August 2017
General Meeting
Despatch of definitive share certificates in respect of the on or around 18 August 2017
Open Offer Shares in certificated
form
Notes:
(1) The Ordinary Shares have been suspended from trading on AIM
since 12 May 2017.
Each of the dates in the above timetable is subject to change at
the absolute discretion of the Company. If any of the details
should change, where appropriate, the revised times and/or dates
will be notified to Shareholders by means of an announcement
through a Regulatory Information Service.
All references are to London time unless otherwise stated.
GOING CONCERN
The Directors applied for suspension of trading in the Company's
shares on AIM on 12 May 2017 pending clarification of its financial
circumstances and have undertaken a number of cost reductions
across the Group. As at 28 June 2017 the Group had GBP55k of cash
reserves and completed a private placing raising GBP180k on 30 June
2017 prior to issuing an open offer to the shareholders to raise
additional finance. The Group will need to raise further funds in
addition to these two share issues prior to 30 September 2017, or
to agree a farm out or other transaction involving one or more of
the Group's licences, in order to meet its liabilities as they fall
due. The Directors believe that they will need to raise funds of
approximately GBP2.0m in total over the coming twelve months
(mainly to fund obligations in respect of the Thali license) and
consider that there are a number of options available to them
either through capital markets, farm-outs or asset disposals and
are confident that these will be concluded satisfactorily within
the necessary timeframes. The Directors do not therefore intend to
cease trading nor do they believe that there is no realistic
alternative to doing so. The annual financial statements which were
announced to the market on 30 June 2017 were therefore prepared on
a going concern basis.
However, there can be no guarantee that the required funds may
be raised or transactions completed within the necessary
timeframes. Consequently, a material uncertainty exists that may
cast significant doubt on the Group's ability to continue to
operate and to meet its commitments and discharge its liabilities
in the normal course of business for a period of not less than
twelve months from 30 June 2017, being the date of the Company's
annual results. The financial statements do not include the
adjustments that would result if the Group were unable to continue
in operation such as the impairment of the exploration assets.
Annual General Meeting
The Annual General Meeting is to be held at the offices of Peel
Hunt LLP at Moor House, 120 London Wall, London, EC2Y 5ET at 4:00
p.m. on 11 August 2017.
The full details of the Resolutions are disclosed in the
Circular.
The Directors (together with their associates) intend to vote in
favour of all of the Resolutions in respect of their own interests
which, in aggregate, total 29,090,554 Existing Ordinary Shares,
representing 20.6% of the Enlarged Share Capital.
Contacts
Tower Resources plc
Jeremy Asher (Chairman and 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
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.
This summary should be read in conjunction with the full text of
the announcement above.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCKMGMNNFDGNZM
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