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 £180,000 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. £188,000 (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 and Forms of Proxy |
14 July 2017 |
Expected ex-entitlement date for Open Offer |
8.00 a.m. on 14 July 2017 |
Open Offer Entitlements and CREST Excess Entitlements credited to CREST stock accounts of Qualifying CREST Holders |
as soon as practicable after 8:00am on 17 July 2017 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements and CREST Excess Entitlements from CREST |
4.30 p.m. on 31 July 2017 |
Latest time for depositing Open Offer Entitlements and CREST Excess Entitlements into CREST |
3.00 p.m. on 1 August 2017 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) |
3.00 p.m. on 2 August 2017 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (if appropriate) |
11.00 a.m. on 4 August 2017 |
Latest time and date for settlement of relevant CREST instruction |
11.00 a.m. on 4 August 2017 |
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 Offer Shares |
as soon as practicable on 11 August 2017 |
Annual General Meeting |
4:00 p.m. on 11 August 2017 |
Expected date of announcement of the results of the Annual General Meeting |
Afternoon of 11 August 2017 |
Despatch of definitive share certificates in respect of the Open Offer Shares in certificated form |
on or around 18 August 2017 |
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 £55k of cash reserves and completed a private placing raising £180k 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 £2.0m 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.
