TIDMCASP
RNS Number : 7728G
Caspian Sunrise plc
01 June 2017
Caspian Sunrise Plc
Caspian Sunrise plc ("Caspian Sunrise" or the "Company")
Completion of the Baverstock Merger
Introduction
Caspian Sunrise, the Central Asian oil and gas company, with a
focus on Kazakhstan, is pleased to announce the completion of the
merger with Baverstock GmbH, ("Baverstock").
The final condition of the merger was satisfied this morning
being the admittance to trading on AIM of the 651,436,544 merger
shares ("Baverstock Merger") shares.
Additionally the company is pleased to announce the completion
of the capitalisation of some $10.1 million of the Vertom loan.
Vertom is a company controlled by the Company's CEO Kuat
Oraziman.
Accordingly, under the terms of the Merger Agreement, Caspian
Sunrise has issued 651,436,544 new Ordinary Shares to Baverstock.
Additionally, a further 80,804,200 Conversion Shares have been
issued to Vertom pursuant to the Conversion of Vertom Loan.
Benefits of the Merger
The Caspian Sunrise Group now holds a 99% interest in its
principal asset, BNG, which the Caspian Sunrise Board firmly
believes should become an extremely valuable asset and 99%
interests in its other active asset Munaily.
Previously the funding of the development of BNG was the joint
responsibility of Caspian Sunrise and Baverstock on a 59; 41 basis.
Following the completion of the Baverstock Merger, Caspian Sunrise
can now alone set the pace at which the BNG asset will be
exploited.
Other benefits include becoming a materially larger company and
the removal of any perceived conflicts of interest connected with
the Company's CEO Kuat Oraziman, who is the largest shareholder in
Baverstock.
Additionally, with 99% of the operating assets under the direct
control of Caspian Sunrise Group it will be possible to simplify
the Group structure and better manage the Group's taxation
affairs.
Benefits of the Debt conversion
The Company is, except for local oil trader short term funding,
essentially debt free
Baverstock's shareholding
Following the completion of the Baverstock Merger and the Vertom
debt conversion Baverstock holds 749,436,544 Caspian Sunrise shares
representing 44.89% of the enlarged total.
The effective split within Baverstock among the 4 Quota-holders
is:
Kuat Oraziman 54.24%
Dae Han New Pharm 30.00%
Dosbol Zholdybayev 13.61%
Cody Star Investment 2.15%
Total 100.00%
Further improvements in transparency
Under the terms of the Merger Agreement Kuat Oraziman and Dosbol
Zholdybayev will, in due course, set up their own structures to
individually hold their interests in Baverstock, increasing the
transparency of the Caspian Sunrise share register.
Resultant shareholdings in the Company (based on shares held by
Baverstock being allocated to the individual Quota-holders)
Kuat Oraziman # 763,706,615 45.74%
Dae Han New Pharm 224,830,963 13.47%
Kairat Satylganov 205,428,656 12.30%
Dosbol Zholdybayev 101,998,314 6.11%
# includes direct holdings, holdings of Vertom and his effective
portion of Baverstock
Orderly Markets agreements
Baverstock and Vertom have agreed to enter into an orderly
market agreement restricting any disposal of the Consideration
Shares and Conversion Shares for a six-month period from the
completion of the Merger. Transfers of Consideration Shares to the
underlying Baverstock Quota holders (or their nominees) are exempt
provided the Baverstock Quota holder enters into an orderly market
agreement in like terms.
Total Voting Rights
Following the issue of the Merger Shares and the Vertom Loan
Capitalisation shares the total number of Ordinary Shares in issue
following is 1,669,673,820.
Caspian Sunrise has no shares in treasury, therefore (subject to
any further share issuance prior to Admission) this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
Clive Carver, Chairman of Caspian Sunrise commented:
"The merger brings 99% of our principal asset BNG under the
Caspian Sunrise Group's direct control. We are now free to develop
the asset at a pace to suit ourselves."
Comments:
Caspian Sunrise plc +7 727 375 0202
Clive Carver
Executive Chairman
WH Ireland, Nominated Adviser & Broker +44 (0) 207 220 1666
James Joyce
James Bavister
Abchurch +44 (0) 207 398 7700
Tim Thompson / Rebecca Clube
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 01, 2017 02:00 ET (06:00 GMT)
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