NOT FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS
OF SUCH JURISDICTIONS.
FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF TLOU ENERGY LIMITED IN
ANY JURISIDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL
26
March 2024
Tlou Energy
Limited
("Tlou"
or "the Company")
Placement of Entitlement
Offer Shortfall
Ø Placement of Entitlement
Offer shortfall shares has raised approximately A$6.2m (BWP55m or
£3.2m) before costs
Ø Botswana Public Officers
Pension Fund (BPOPF) have increased their shareholding to
16.63%
Ø Funds received will be used
to advance the Lesedi power project towards first power
generation
On 15 December 2023 Tlou Energy
Limited announced a pro-rata
non-renounceable entitlement offer ("Offer") for the issue of up to
379,629,948 new shares ("Offer Shares") at a price of A$0.035 per Offer Share (equivalent to BWP0.31
or £0.018,).
Eligible Shareholders were invited
to subscribe for 4 fully paid ordinary shares for each 11 fully
paid ordinary shares held at the Record
Date. The Offer closed on 31 January 2024 with applications for
32,554,360 Offer Shares, raising approximately
A$1,139,403.
The Company is pleased to advise
that it has received commitments totalling ~A$6,215,879 for
177,596,534 new shares ("Shortfall Shares") that were not taken up
under the Offer. The Shortfall Shares will be issued at the same
price as the Offer Shares.
Following the placement of Shortfall
Shares the results from the Offer are summarised below:
|
Shares
|
Total shares available under the
Offer
|
379,629,948
|
Entitlements taken up
|
32,554,360
|
Shortfall Shares
|
177,596,534
|
Balance
|
169,479,054
|
Under the Offer, the balance of
169,479,054 shares can be placed prior to 30 April 2024.
Botswana Public Officers Pension
Fund (BPOPF) have subscribed for 161,290,323 Shortfall Shares
amounting to BWP50m (~A$5.65m) bringing their shareholding to
208,521,092 shares representing 16.63% of the Company.
Application will be made for the
quotation of the 177,596,534 Shortfall Shares to trading on ASX,
AIM and BSE, with ASX quotation on or around Tuesday 2 April 2024
and admission to trading on AIM and BSE expected to occur on or
around 8.00 am (GMT) and 8.00 am (CAT) on Wednesday 3 April
2024.
Total Voting Rights
Following quotation of the Shortfall
Shares, the total number of voting rights of the Company's ordinary
shares will be 1,254,133,251. This figure of 1,254,133,251 ordinary
shares 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 their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
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.
Further Information
If you have any questions in
relation to any of the above matters, please contact the Company
Secretary at either offer@tlouenergy.com or +61 7 3040 9084, Monday
to Friday. For other questions, you should consult your broker,
solicitor, accountant, financial adviser, or other professional
adviser.
By
Authority of the Board of Directors
Mr. Anthony (Tony) 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, Ciara Donnelly
|
|
|
|
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.
IMPORTANT
NOTICE
Neither the contents of the
Company's website nor the contents of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
This announcement does not
constitute, or form part of, a prospectus relating to Tlou Energy
Limited (the "Company"),
nor does it constitute or contain any invitation or offer to any
person, or any public offer, to subscribe for, purchase or
otherwise acquire any shares in the Company or advise persons to do
so in any jurisdiction, nor shall it, or any part of it form the
basis of or be relied on in connection with any contract or as an
inducement to enter into any contract or commitment with the
Company.
The content of this announcement has
not been approved by an authorised person within the meaning of the
Financial Services and Markets Act 2000 ("FSMA").
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
This announcement is not for
release, publication or distribution, directly or indirectly, in or
into the United States, Canada, the Republic of South Africa, Japan
or any jurisdiction where to do so might constitute a violation of
local securities laws or regulations (a "Prohibited Jurisdiction").
This announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company.
Grant Thornton UK LLP ("Grant Thornton") is acting solely as nominated adviser exclusively for the
Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
contents of this announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Grant Thornton by FSMA or the
regulatory regime established thereunder, Grant Thornton accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement respect, whether as to the past
or the future. Grant Thornton accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this announcement or any such
statement.