TIDMTRP
RNS Number : 7895J
Tower Resources PLC
30 June 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, 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.
30 June 2017
Tower Resources plc
Completion of Placing and Directors' Dealings
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 18 million new Ordinary Shares (the
"Placing Shares"), the Company has successfully placed 18,000,000
new Ordinary Shares and raised gross proceeds totalling GBP180,000
at a Placing Price of 1.0 pence per share.
As part of the Placing, Jeremy Asher, Chairman and one other
Director, Peter Taylor, today entered into an Agreement (the
"Subscription Agreement") to subscribe for, in aggregate,
11,333,333 new Ordinary Shares to raise proceeds of GBP113,333.33
as further detailed below.
The participation of Jeremy Asher and Peter Taylor (the "Related
Parties") constitutes a related party transaction in accordance
with AIM Rule 13. Accordingly, Graeme Thomson, acting as the
independent Director, 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.
Following the issue of these shares and the Placing Shares the
Directors' will hold 23.8% 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 Number of Immediately
to the announcement Subscription following Admission
of Proposed Shares acquired of the Placing
Placing pursuant
to the Placing
-------------- ------------------------ ----------------- ------------------------
Number % of Number of Number % of
of Ordinary issued Ordinary of Ordinary issued
Shares share Shares Shares share
capital capital
-------------- ------------- --------- ----------------- ------------- ---------
Jeremy
Asher(*) 9,374,829 9.0 5,666,666 15,041,495 12.3
-------------- ------------- --------- ----------------- ------------- ---------
Peter Taylor 4,785,059 4.6 5,666,667 10,451,726 8.6
-------------- ------------- --------- ----------------- ------------- ---------
Graeme
Thomson(#) 3,597,333 3.5 - 3,597,333 2.9
-------------- ------------- --------- ----------------- ------------- ---------
* 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.
(#) Independent Director
SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION
Application has been made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission of the Shares will
become effective and that dealings will commence by 8.00 a.m. on or
around 5 July 2017.
Following admission of the Shares, the Company's enlarged issued
share capital will comprise 122,128,588 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.
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 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.
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.
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
Regulatory
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
Details of the person discharging managerial
responsibilities / person closely associated
------------------------------------------------------------------
Name Jeremy Asher
------------------------------ ----------------------------------
Reason for the notification
------------------------------------------------------------------
Position/status Chairman and CEO
------------------------------ ----------------------------------
Initial notification Initial Notification
/Amendment
------------------------------ ----------------------------------
Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
------------------------------------------------------------------
Name Tower Resources plc
------------------------------ ----------------------------------
LEI
------------------------------ ----------------------------------
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
------------------------------------------------------------------
Description Ord Shares of 1.0p each
of the
Financial
instrument,
type
of instrument
Identification
code
------------------------------ ----------------------------------
Nature of Placing
the transaction
------------------------------ ----------------------------------
Price(s) and Price(s) Volume(s)
volume(s) --------- ----------
1.0p 5,666,666
--------- ----------
------------------------------ ----------------------------------
Aggregated
information 18,000,000 shares
* Aggregated volume 1.0p per share
* Price
------------------------------ ----------------------------------
Date of the 2017-06-30 7:00am
transaction
------------------------------ ----------------------------------
Place of the London Stock Exchange, AIM (XLON)
transaction
------------------------------ ----------------------------------
Details of the person discharging managerial
responsibilities / person closely associated
------------------------------------------------------------------
Name Peter Taylor
------------------------------ ----------------------------------
Reason for the notification
------------------------------------------------------------------
Position/status Non Executive Director
------------------------------ ----------------------------------
Initial notification Initial Notification
/Amendment
------------------------------ ----------------------------------
Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
------------------------------------------------------------------
Name Tower Resources plc
------------------------------ ----------------------------------
LEI
------------------------------ ----------------------------------
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
------------------------------------------------------------------
Description Ord Shares of 1.0p each
of the
Financial
instrument,
type
of instrument
Identification
code
------------------------------ ----------------------------------
Nature of Placing
the transaction
------------------------------ ----------------------------------
Price(s) and Price(s) Volume(s)
volume(s) --------- ----------
1.0p 5,666,667
--------- ----------
------------------------------ ----------------------------------
Aggregated
information 18,000,000 shares
* Aggregated volume 1.0p per share
* Price
------------------------------ ----------------------------------
Date of the 2017-06-30 7:00am
transaction
------------------------------ ----------------------------------
Place of the London Stock Exchange, AIM (XLON)
transaction
------------------------------ ----------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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