TIDMTLOU
RNS Number : 4135S
Tlou Energy Ltd
06 November 2023
6 November 2023
Tlou Energy Limited
("Tlou" or "the Company")
A$3m Loan Agreement Secured
Key points
Ø Tlou has secured an additional A$3m loan from entities
associated with Dr Ian Campbell
Ø Interest rate of 10% per annum
Ø The new loan is unsecured and is repayable on the earlier of 3
years or 60 days after generation of first electricity from the
Company's Lesedi project in Botswana
Ø The existing loan is to be extended and have the same terms as
the new loan
Ø Subject to shareholder approval, the loan (and existing loans)
will be convertible into shares at 3.5 cents
Background - new loan
ILC Investments Pty Ltd ("ILC") has provided a A$2m loan to the
Company (the "Existing Loan") as announced on 2 May 2023. In that
announcement, it was noted that the lender, ILC (Tlou's largest
shareholder) was willing to continue providing funding support to
assist the Company to reach its goal of connecting to the Botswana
power grid and earning first revenue through the sale of
electricity in Botswana.
Terms of new loan
An entity related to ILC, ILC BC Pty Ltd ACN 137 272 596 (ILCB),
has entered into an unsecured loan agreement (the "New Loan") with
Tlou for provision of a new A$1 million unsecured loan to the
Company. Interest will be charged at 10% per annum and payable at
the end of the term along with the principal, being the earlier of
3 years or 60 days after the date the Company first generates and
supplies electricity into the grid from its Lesedi project in
Botswana.
At any time during the term, subject to shareholder approval,
the lender may elect to convert the whole or part of the New Loan
into shares in the Company at A3.5 cents per share.
Extension to and conversion of existing loan
ILC has agreed to advance an additional A$2 million under the
Existing Loan on the same terms as originally announced on 2 May
2023, provided that subject to shareholder approval, the balance of
the extended Existing Loan may also be converted into shares on the
same terms as the New Loan. The Existing Loan principal, and any
interest due, will also be payable at the end of the term, being
the earlier of 3 years or 60 days after the date the Company first
generates and supplies electricity into the grid from its Lesedi
project in Botswana.
Shareholder approval
The Company is required under the Loan Agreements to seek
approval of its shareholders pursuant to the Listing Rules for
conversion of the Loans, in relation to which the Company will seek
a waiver from the ASX of the application of Listing Rule 10.13.5 to
permit convertibility of the Loans and the consequent issues of
shares no later than 1 month after shareholder approval is granted.
The Company will be calling a general meeting for that purpose.
Any approval required under Chapter 6 of the Corporations Act
for conversion of a loan or part thereof will be sought in future
at the material time, if needed.
Use of funds
Tlou anticipates to draw down the extension of the Existing Loan
and the New Loan in full today. Funds are proposed to be used to
further Tlou's operations in Botswana and provide additional
working capital.
Taking into account the full drawdowns, the outstanding balance
of loans owing to ILC and ILCB is A$5 million plus interest.
Related Party Transaction
By virtue of the direct shareholding held by ILC in the Company
and its relationship to ILCB, the extension of and changes to the
terms of the Existing Loan and the New Loan constitute related
party transactions pursuant to Rule 13 of the AIM Rules for
Companies. The directors of the Company, having consulted with the
Company's nominated adviser, Grant Thornton UK LLP, consider that
the extension of and changes to the terms of the Existing Loan and
terms of the New Loan are fair and reasonable insofar as the
Company's shareholders are concerned.
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.
By Authority of the Board of Directors
Mr. Anthony 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.
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END
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