Source - RNS
RNS Number : 2834J
Tlou Energy Ltd
08 September 2016
 

Tlou Energy Limited / EPIC: TLOU / Sector: Oil & Gas

 

Tlou Energy Limited ('Tlou' or 'the Company')

Appendix 3B and section 708A notice

 

Tlou Energy Limited, the AIM and ASX listed company focused on delivering power in Botswana and Southern Africa through the development of coal bed methane ('CBM') projects released the following announcements on the Australian Securities Exchange ("ASX") on 7 September 2016 as required under the listing rules of the ASX.

 

Appendix 3B

 

New issue announcement,

application for quotation of additional securities

and agreement

 

Information or documents not available now must be given to ASX as soon as available.  Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96  Origin: Appendix 5  Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

 

 

Name of entity

Tlou Energy Limited

 

ABN

79 136 739 967

 

We (the entity) give ASX the following information.

 

 

Part 1 ‑ All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 

1

+Class of +securities issued or to be issued

 

Ordinary Fully Paid Shares

 




 

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

 

31,578,947 Ordinary Fully Paid Shares under the Placement to sophisticated and professional investors described in the announcement lodged with the ASX 31 August 2016.

 

 

 




 

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

 

Ordinary Fully Paid Shares

 

 




 

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

 

If the additional +securities do not rank equally, please state:

·    the date from which they do

·    the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·    the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

Yes

 




 

5

Issue price or consideration

 

$0.095 per new share

 






 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

 

 

 

 

 

 

Issued to sophisticated and professional investors described in the announcement lodged with the ASX on 31 August 2016. Cash raised will be used to fund Tlou's on-going production testing at Selemo, achieving an initial independent reserves certification, completing environmental and mining licence approvals and working capital for its Lesedi CBM Project.

 




 



 

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

 

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

 

Yes




 



 

6b

The date the security holder resolution under rule 7.1A was passed

 

27 November 2015




 



 

6c

Number of +securities issued without security holder approval under rule 7.1

 

30,842,893




 



 

6d

Number of +securities issued with security holder approval under rule 7.1A

 

736,054




 



 

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

 

 

Nil




 



 

6f

Number of +securities issued under an exception in rule 7.2

 

Nil




 



 

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?  Include the +issue date and both values.  Include the source of the VWAP calculation.

Yes

 

Date issue price agreed: 31 August 2016

Issue price: $0.095

15 day VWAP price of securities traded on ASX prior to 31 August 2016 is $0.104

75% of VWAP: $0.078

Source of VWAP: IRESS

 




 



 

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

 

Not Applicable




 



 

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

 

Total Combined Remaining Capacity

[rule 7.1: Nil + rule7.1A: 19,825,875]

= 19,825,875




 

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12).  For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

 

7 September 2016






Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

 

 

 

 

237,198,239

 

 

Ordinary Fully Paid Shares

 

 



Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

 

 

 

 

Unlisted options

 

1,500,000

 

 

 

500,00

 

 

 

 

Options exercisable at 14 cents expiry 29/11/2017

 

Options exercisable at 14 cents expiry 13/01/2018

 




10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

 

Not Applicable

 

 

Part 2 ‑ Pro rata issue

 

11

Is security holder approval required?

 

 

Not Applicable




12

Is the issue renounceable or non-renounceable?

Not Applicable




13

Ratio in which the +securities will be offered

Not Applicable




14

+Class of +securities to which the offer relates

No Applicable




15

+Record date to determine entitlements

Not Applicable

 




16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

 

Not Applicable




17

Policy for deciding entitlements in relation to fractions

 

 

Not Applicable




18

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

 

Not Applicable

 




19

Closing date for receipt of acceptances or renunciations

Not Applicable




20

Names of any underwriters

 

 

Not Applicable




21

Amount of any underwriting fee or commission

 

Not Applicable.

 

 




22

Names of any brokers to the issue

 

 

 

Not Applicable




23

Fee or commission payable to the broker to the issue

 

Not Applicable

 




24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

 

Not Applicable




25

If the issue is contingent on security holders' approval, the date of the meeting

 

Not Applicable




26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

 

Not Applicable




27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

 

Not Applicable




28

Date rights trading will begin (if applicable)

 

Not Applicable

 




29

Date rights trading will end (if applicable)

 

 

 

Not Applicable




30

How do security holders sell their entitlements in full through a broker?

 

Not Applicable

 




31

How do security holders sell part of their entitlements through a broker and accept for the balance?

 

Not Applicable

 




 

32

How do security holders dispose of their entitlements (except by sale through a broker)?

 

Not Applicable




33

+Issue date

 

 

 

Not Applicable

 

 

 

Part 3 ‑ Quotation of securities

You need only complete this section if you are applying for quotation of securities

 

34

Type of +securities

(tick one)

 

(a)

+Securities described in Part 1




 

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

 

Entities that have ticked box 34(a)

 

Additional securities forming a new class of securities

 

 

Tick to indicate you are providing the information or documents



 

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders




36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over




37

A copy of any trust deed for the additional +securities

 

 

Entities that have ticked box 34(b)

 

38

Number of +securities for which +quotation is sought

 

 

 

 




 

39

+Class of +securities for which quotation is sought

 

 

 

 




 

40

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

 

If the additional +securities do not rank equally, please state:

·    the date from which they do

·    the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·    the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

 

 




 

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

 

(if issued upon conversion of another +security, clearly identify that other +security)

 

 

 

 

 




 



Number

+Class

42

Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

 

 

 



 

 

Quotation agreement

 

1              +Quotation of our additional +securities is in ASX's absolute discretion.  ASX may quote the +securities on any conditions it decides. 

 

2              We warrant the following to ASX.

 

·              The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 

·              There is no reason why those +securities should not be granted +quotation.

 

·              An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 

·              Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 

·              If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

 

3              We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

 

4              We give ASX the information and documents required by this form.  If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins.  We acknowledge that ASX is relying on the information and documents.  We warrant that they are (will be) true and complete.

 

 

                               

 

                               

Sign here:                 ............................................................    Date: ..7 September 2016.

                                (Director/Company secretary)

 

 

Print name:              Solomon Rowland.

 

== == == == ==

 


Appendix 3B - Annexure 1

 

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12  Amended 04/03/13

 

Part 1

 

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

187,156,319

Add the following:

•    Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

•    Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

•    Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

•    Include only ordinary securities here - other classes of equity securities cannot be added

•    Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•    It may be useful to set out issues of securities on different dates as separate line items

 

Nil

 

 

18,462,973

 

Nil

 

 

 

 

 

 

 

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

 

Nil

"A"

205,619,292



 

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

30,842,893

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

•    Under an exception in rule 7.2

•    Under rule 7.1A

•    With security holder approval under rule 7.1 or rule 7.4

Note:

•    This applies to equity securities, unless specifically excluded - not just ordinary securities

•    Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•    It may be useful to set out issues of securities on different dates as separate line items

 



30,842,893

Nil

Nil

"C"

30,842,893

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

 

30,842,893

 

Subtract "C"

Note: number must be same as shown in Step 3

 

30,842,893

 

Total ["A" x 0.15] - "C"

Nil  [Note: this is the remaining placement capacity under rule 7.1]

 


Part 2

 

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

 

205,619,292

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

20,561,929

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

•    This applies to equity securities - not just ordinary securities

•    Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

•    Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

•    It may be useful to set out issues of securities on different dates as separate line items

736,054

"E"

736,054

 

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

20,561,929

Subtract "E"

Note: number must be same as shown in Step 3

736,054

Total ["A" x 0.10] - "E"

19,825,875

Note: this is the remaining placement capacity under rule 7.1A

 

 

 

 

NOTICE UNDER SECTION 708A

On 31 August 2016, Tlou Energy Limited (ASX:TOU, AIM: TLOU) ("Tlou" or the "Company") announced a private placement to selected institutional and sophisticated investors at $0.095 per share raising a total of approximately $3,000,000 before costs.  Tlou confirms the completion of that placement by the issue of 31,578,947 fully paid ordinary shares ("New Shares") on 7 September.

 

The Corporations Act 2001 (Cth) ("Act") restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By the Company giving this notice, sale of the New Shares noted above will fall within the exemption in section 708A(5) of the Act.

 

Tlou gives this notice pursuant to section 708A(5)(e) of the Act and advises that:

1.  the New Shares, that have been issued are part of a class of securities quoted on the Australian Securities Exchange and AIM;

2.  the New Shares were issued without disclosure to investors under Part 6D.2 of the Act;

3.  the Company, as at the date of this notice, has complied with:

a.   the provisions of the Chapter 2M of the Act as they apply to the Company; and

b.   section 674 of the Act, and

4.  as at the date of this notice, there is no 'excluded information' of the type referred to in sections 708A(7) and 708A(8) of the Act, to be disclosed under section 708A(6)(e) of the Act.

 

DISCLOSURE UNDER ASX LISTING RULE 7.1A.4(B) AND 3.10.5A

 

In relation to the Placement shares issued as advised in the Appendix 3B released to ASX on 7 September 2016, and in accordance with Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the following disclosures in respect of the shares issued:

 

 

a)    The issue of securities under the Placement resulted in the following dilution to existing holders of ordinary securities;

 

- Number of fully paid ordinary shares on issue prior to the issue of securities under the Placement was 205,619,292.

 

Placement issue under Listing Rule 7.1 (30,842,893 shares)

15%

Placement issue under Listing Rule 7.1A (736,054 shares)

0.4%

Total dilution as a result of Placement

15.4%

 

- Number of fully paid ordinary shares on issue following the Placement: 237,198,239.

 

b)    The Company issued shares as a placement under Listing Rule 7.1A to IK Botswana Investments Pty Ltd as this was considered to be the most expedient mechanism for raising funds in a timely and cost effective manner.

c)     No underwriting agreements were entered into with respect to the placement of securities under Listing Rule 7.1A.

d)    No fees were paid out of the funds raised pursuant to the placement of securities under LR 7.1A.

 

 

**ENDS**

 

For further information, please visit www.tlouenergy.com or contact:

 

Tlou Energy Limited

+61 7 3012 9793

Gabaake Gabaake, Acting Managing Director


Solomon Rowland, Company Secretary




Grant Thornton (Nominated Adviser)

+44 (0)20 7383 5100

Jen Clarke, Colin Aaronson, Harrison Clarke




Brandon Hill Capital (Financial Adviser and Joint broker)

+44 (0)20 3463 5016

Jonathan Evans, Alex Walker




Optiva Securities Limited (Joint broker)

+44 (0)20 3137 1904

Jeremy King, Christian Dennis




St Brides Partners Limited (Public relations)


Elisabeth Cowell, Lottie Brocklehurst

+44 (0) 20 7236 1177

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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