TIDMTRP
RNS Number : 4202L
Tower Resources PLC
03 October 2016
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.
3 October 2016
Tower Resources plc
Open Offer and Notice of 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 8 September 2016 a placing of GBP1.03 million (US$1.35
million) 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. 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 a General
Meeting which is to be held at the offices of Peel Hunt LLP at Moor
House, 120 London Wall, London, EC2Y 5ET at 11.00 a.m. on 20
October 2016.
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 grateful for the continued support received from
Shareholders and is today pleased to announce the launch of an open
offer for an aggregate of up to 25,267,807 Open Offer Shares at a
price of 2.25 pence per share (the "Open Offer Price") to raise up
to GBP0.569 million (the "Open Offer"). The Open Offer Price of
2.25 pence per share represents a 21.9% discount to the middle
market closing price of 2.88 pence per share on 29 September.
As detailed further in the Circular, the Open Offer will result
in the issue of up to 25,267,807 Open Offer Shares assuming full
take up under the Open Offer (representing, in aggregate,
approximately 25.0 per cent. of the Company's enlarged share
capital).
Qualifying Shareholders may subscribe for Open Offer Shares on
the basis of 1 Open Offer Share at the Open Offer Price for every 3
Existing Ordinary Shares held on the record date, being the close
of business on 28 September 2016 (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
26 October 2016.
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 passing of the Resolutions below; and
-- the Admission of the Open Offer Shares becoming effective by
not later than 8.00 a.m. on or around 26 October 2016.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer close of business on 28
September 2016
Publication and despatch of this 3 October 2016
document, Application Forms and
Forms of Proxy
Expected ex-entitlement date for 8.00 a.m. on 3 October 2016
Open Offer
Open Offer Entitlements and CREST as soon as practicable after
Excess Entitlements credited to 8:00am on 4 October 2016
CREST stock accounts of Qualifying
CREST Holders
Recommended latest time for requesting 4.30 p.m. on 12 October
withdrawal of Open Offer Entitlements 2016
and CREST Excess Entitlements
from CREST
Latest time for depositing Open 3.00 p.m. on 13 October
Offer Entitlements and CREST Excess 2016
Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 14 October
Application Forms (to satisfy 2016
bona fide market claims)
Latest time and date for receipt 11.00 a.m. on 18 October
of completed Application Forms 2016
and payment in full under the
Open Offer
Latest time and date for receipt 11.00 a.m. on 18 October
of Forms of Proxy 2016
Latest time and date for settlement 11.00 a.m. on 18 October
of relevant CREST instruction 2016
General Meeting 11.00 a.m. on 20 October
Expected date of announcement 2016
of the results of Open Offer and afternoon of 20 October
the results of the General Meeting 2016
Admission and dealings in the 8.00 a.m. on 26 October
Open Offer Shares to commence 2016
on AIM
CREST member accounts expected as soon as practicable on
to be credited for the Open Offer 26 October 2016
Shares
Despatch of definitive share certificates on or around 4 November
in respect of the Open Offer Shares 2016
in certificated form
------------------------------------------ -----------------------------
Notes:
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.
General Meeting
The General Meeting is to be held at the offices of Peel Hunt
LLP at Moor House, 120 London Wall, London, EC2Y 5ET at 11.00 a.m.
on 20 October 2016. The Resolutions to be proposed at the General
Meeting will be:
-- an ordinary resolution to grant authority to the Directors to
allot equity securities pursuant to section 551 of the Companies
Act 2006 (the "Act") up to an aggregate nominal value of
GBP1,516,068. This authority will expire (unless renewed, varied or
revoked) at the conclusion of the Company's next Annual General
Meeting; and
-- a special resolution to disapply the statutory pre-emption
rights contained in section 561(1) of the Act in respect of any
allotments of equity securities for cash. Otherwise in connection
with a rights or similar issue, this authority shall be limited to
an aggregate nominal value of GBP758,034.
The full details of the Resolutions are disclosed in the
Circular. The passing of the Resolutions will enable the issue of
the Open Offer Shares and is therefore a condition of the Open
Offer.
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 19,008,888 Existing Ordinary Shares,
representing 25.1% of the Existing Ordinary Shares.
Contacts
Tower Resources plc
Jeremy Asher (Chairman)
Graeme Thomson (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
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