TIDMTLOU
RNS Number : 4481C
Tlou Energy Ltd
12 June 2023
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
12 June 2023
Tlou Energy Limited
("Tlou" or "the Company")
Publication of Supplementary Prospectus
Tlou Energy Limited has published a supplementary Prospectus
dated 12 June 2023. The supplementary Prospectus ("Second
Supplementary Prospectus") which supplements and is intended to be
read with the prospectus dated 12 May 2023 (comprising an
entitlement prospectus and a supplementary prospectus) in respect
of the partially underwritten entitlement offer of up to
304,156,361 new Offer Shares to raise approximately A$10.65 million
(approximately GBP5.86 million; BWP 92.6 million)) (the
"Prospectus"). A copy of the Second Supplementary Prospectus is
included within this announcement.
The Prospectus can be viewed on the Company's website:
https://tlouenergy.com/reports/
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
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Solomon Rowland, General Manager
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Grant Thornton (Nominated Adviser) +44 (0)20 7383 5100
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Harrison Clarke, Colin Aaronson, Ciara Donnelly
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Zeus Capital (UK Broker) +44 (0)20 3829 5000
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Simon Johnson
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Public Relations
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Ashley Seller +61 418 556 875
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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.
TLOU ENERGY LIMITED
ACN 136 739 967
SUPPLEMENTARY PROSPECTUS
Important Information
This is a supplementary prospectus (Second Supplementary
Prospectus) which supplements and is intended to be read with the
Prospectus dated 12 May 2023 (Prospectus) and the Supplementary
Prospectus (First Supplementary Prospectus) dated 12 May 2023
(issued by Tlou Energy Limited (ACN 136 739 967) (Company).
This Second Supplementary Prospectus is dated 12 June 2023 and
was lodged with ASIC on that date.
ASIC, the ASX and their respective officers take no
responsibility for the contents of this Supplementary
Prospectus.
This Second Supplementary Prospectus should be read together
with the Prospectus and the First Supplementary Prospectus. Other
than as set out below, all details in relation to the Prospectus
and the First Supplementary Prospectus remain unchanged. Terms and
abbreviations defined in the Prospectus have the same meaning in
this Supplementary Prospectus. If there is a conflict between the
Prospectus, the First Supplementary Prospectus and this Second
Supplementary Prospectus, this Second Supplementary Prospectus will
prevail.
This Second Supplementary Prospectus will be issued with the
Prospectus and First Supplementary Prospectus as an electronic
prospectus, copies of which can be downloaded from the website of
the Company at www.tlouenergy.com.
This is an important document and should be read in its
entirety. If you do not understand it, you should consult your
professional advisers without delay.
1. Purpose of this Supplementary Prospectus
The purpose of this Second Supplementary Prospectus is to
provide additional information to investors (as set out in Section
3 below) following feedback from ASIC.
2. Updates to the Prospectus
2.1 Timetable
The Offer timetable is adjusted as set out below and references
in the Prospectus (read with the First Supplementary Prospectus) to
the dates set out below are amended in conformity to this revised
timetable:
Event Date
Last day to extend the Closing Date of Tuesday, 13 June
the Offer 2023
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Closing date - AIM: latest time and date
for settlement of CREST application and
payment in full under the Offer (1pm BST)
Closing date - BSE: latest time and date
for settlement of BSE applications and Thursday 15 June
payment in full under the Offer (1pm CAT) 2023
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Closing Date - ASX: latest time and date
for settlement of applications and payment
in full under the Offer (5pm AEST) Friday, 16 June 2023
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Securities quoted on a deferred settlement
basis. Monday 19 June 2023
---------------------
Announcement of results of the Offer and
shortfall (if any) Tuesday 20 June 2023
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Shortfall settlement (if any) Wednesday 21 June
2023
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Issue date and lodgement of Appendix 2A
with ASX applying for quotation of the Thursday 22 June
New Shares 2023
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Trading in New Shares commences Friday 23 June 2023
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2.2 Chairman's letter
Paragraph 4 on page 10 of the Prospectus is supplemented with
the following:
There are no provisions under the PPA that penalise the Company
for any failure to provide electricity by a stipulated date, or
even failure to do so before the agreement lapses.
The text after paragraph 7 on page 10 of the Prospectus and page
11 of the Prospectus is supplemented with the following:
The funds sought pursuant to the Offer have been allocated as
set out in Section 3.1 (as amended below), which illustrates the
Company's intentions should it raise either the underwritten amount
of the Offer (plus Director commitments) or the Offer is fully
subscribed. In either case, the Company is prioritising capital
expenditure items to advance the Company towards connection to the
grid and first power generation, including completion of
substations and the connecting power line, as well as a deposit to
order the first modular power station.
If the Offer is fully subscribed and subject to obtaining
further funding of approximately A$5 million (the nature and source
of which has yet to be determined), the Company plans to construct
and commission the power station in early 2024 to achieve the
milestone of first power generation.
If only the underwritten amount (plus Director commitments) is
raised, the Company will require another $10,000,000 to bring the
project into first power production using existing wells.
The time and cost required to scale up from initial power
generation from the Company's existing wells, to the desired 2MW
and beyond, depends on the gas flow rates achieved at the Company's
new Lesedi 6 pod and redrill of the laterals in Lesedi 4. At this
time, the Company has not progressed the Lesedi 6 well pod
sufficiently to determine its flow-rate and has no update regarding
flow rates from Lesedi 3 and 4, since Lesedi 4 laterals will be
redrilled after completion of Lesedi 6, if justified by the results
achieved at Lesedi 6. The Company expects to be in a position in
October 2023 to disclose initial gas flow rates of Lesedi 6 and 4
after completion of drilling and dewatering.
Illustratively, the drilling of each dual lateral production pod
(of which Lesedi 4 and 6 are examples), costs approximately
A$1,500,000. Should the Company wish to drill additional wells
after completion of the current program to increase power
generation, it may seek additional capital at that time.
2.3 The Addendum on page 12 of the Prospectus
The following is added where indicated:
The Lesedi Gas to Power Project
As Tlou's Chairman outlined in his letter, the Company is well
positioned, subject to raising between $5 million and $10 million
in additional capital (depending on the level of subscriptions
received under the Offer) to deliver first electricity generation
in 2Q 2024, with the goal of expanding thereafter incrementally to
reach our 10MW contracted target through additional drilling and
well development.
As stated by the Chairman, once initial power generation is
achieved using the Company's existing wells, the time and cost
required to increase production from the initial level will depend
on the gas flow rates achieved after completion of the drilling of
Lesedi 6 and the proposed redrill of Lesedi 4.
Purpose of the Offer
Subject to further funding of between $5 million and $10 million
(depending on the level of subscriptions received under the Offer
(refer to Section 3.1 (as amended below)), the Company plans to
construct and commission the power station by 2Q 2024 to achieve
the milestone of first power generation, using its existing wells.
Should the Company wish to drill additional wells after completion
of the current program, it may seek additional capital at that
time.
Drilling campaign, gas flow rates and impact on economics
Drilling of Lesedi 6 is expected to be completed in June/July
2023. The redrill of Lesedi 4 laterals, if justified by the results
achieved at Lesedi 6, is then planned to commence and is expected
to be completed in July/August 2023. Once both wells are complete,
dewatering and gas flow testing can commence. Initial dewatering is
likely to take a minimum of 2-3 months, after which initial
indicative gas flow rates will be recorded. Gas flow testing is
planned to continue for 3-6 months.
The above dates are estimates, subject to the operational,
geotechnical and other risks set out in Sections 5.1(d), 5.1(f),
5.1(h) and 5.1(m) in particular, as well as the other risks
outlined in Section 5 of the Prospectus.
2.4 Section 3.1
Section 3.1 is deleted and replaced with the following:
The purpose of the Offer is to raise up to $10,645,473
(excluding costs of the Offer).
The funds raised from the Offer (if fully subscribed) along with
existing cash as at 31 March 2023 and the A$2m loan received from
ILC Investments Pty Ltd (as per the market announcement on 2 May
2023) are planned to be used in accordance with the table set out
below:
Inflows Offer fully Only the
subscribed Underwritten
A$m amount is
raised A$m
Fully Subscribed Entitlement
Offer 10.65 5.39
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Existing Cash at 31/03/2023 3.54 3.54
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ILC Loan received 2.00 2.00
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Total 16.19 10.93
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Allocation of Funds (1)
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Transmission line and substations 7.17 5.10
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Drilling and field operating
costs (3) 3.75 3.10
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Generation assets 1.30 0.00
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Land purchases 0.68 0.68
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Construction of operation and
generation facility 0.64 0.12
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Working capital 2.33 1.61
------------ --------------
Costs of the Offer (2) 0.32 0.32
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TOTAL 16.19 10.93
------------ --------------
Notes:
1. The above table is a statement of current intentions as of
the date of this Prospectus. As with any budget, intervening events
and new circumstances have the potential to materially affect the
manner in which the funds are ultimately applied. The Board
reserves the right to alter the way funds are applied on this basis
and otherwise having regard to their fiduciary duties.
2. Refer to Section 6.20 of this Prospectus for further details
relating to the estimated expenses of the Offer.
3. This covers drilling of Lesedi 6 and the redrill of Lesedi 4
only, along with costs to run the Lesedi field operations. Drilling
of each such dual lateral production pod costs approximately
A$1.5m. Once flow rates have been established after completion of
the current drilling program, the number of wells required to
increase production from initial generation to 1MW, 2MW and beyond,
will be known.
If the Offer is fully subscribed, the Company will require
further capital of approximately A$5m to bring the project into
production.
If only the minimum amount (being the underwritten amount and
Director commitments) is raised under the Offer, the Company will
have sufficient funds to cover planned development operations up to
the end of September 2023, but the Company will need to secure
additional funding by Q4 2023. If these additional funds are not
secured, the Company will postpone or cut back expenditure where
necessary, which is likely to delay connection to the grid and
first power generation.
2.5 Section 6.16
Section 6.16 is deleted and replaced with the following:
Reconciliation and the rights of Tlou
The Offer is a complex process, and in some instances, investors
may believe that they will own more Shares than they ultimately did
as at the Record Date or are otherwise entitled to more New Shares
than initially offered to them. This may result in a need for
reconciliation. If reconciliation is required, it is possible that
Tlou may need to issue additional New Shares to ensure that the
relevant Shareholders receive their appropriate allocation of New
Shares.
3. Applications
Personalised Entitlement and Acceptance Forms were despatched to
Eligible Shareholders in accordance with the timetable set out in
the First Supplementary Prospectus. The Company has received
approximately $139,000 from non-related party Applicants registered
in Australia prior to the date of this Second Supplementary
Prospectus (Prior Applicants). The Company is refunding Application
Monies received from Prior Applicants.
4. Consents
The Company confirms that as at the date of this Second
Supplementary Prospectus, each of the parties that have been named
as having consented to being named in the Prospectus have not
withdrawn that consent.
5. Authorisation
This Second Supplementary Prospectus is issued by the Company
and its issue has been authorised by a resolution of the
Directors.
In accordance with section 720 of the Corporations Act, each
Director has consented to the lodgement of this Supplementary
Prospectus with ASIC and has not withdrawn that consent.
This Second Supplementary Prospectus is signed for and on behalf
of the Company by:
Mr. Martin McIver
Non-Executive Chairman
Dated: 12 June 2023
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