TIDMCGLO
RNS Number : 0981A
Chagala Group Limited
07 September 2018
Chagala Group Limited
7 September 2018
For Immediate Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
CASH OFFER FOR CHAGALA GROUP LIMITED BY REALTY INVEST HOLDING
LLP
On 6 September 2018, Chagala Group Limited (the "Company" or
"Chagala") received a letter from Realty Invest Holding LLP
("Realty Invest") requesting and authorising the Company to send to
the Company's shareholders (and holders of depositary interests
representing shares in the Company ("Depositary Interests") a
letter (the "Offer Letter") under which Realty Invest is making an
unconditional voluntary offer (the "Offer") to acquire all of the
shares and/or Depositary Interests in the Company for cash at a
price of US$2.15 per share. The Company is today forwarding the
Offer Letter to its shareholders and holders of its Depositary
Interests, together with a letter from the Company containing the
reaction of the Company's directors to the Offer.
The consideration for the Offer represents:
-- a premium of 52 per cent to twelve-month average price per
Chagala share for the twelve months ending on 6 September 2018
being the last Business Day prior to the date of the Offer Letter;
and
-- a premium of 39 per cent. to the price offered to Chagala
shareholders by Asian Investment Management Services Limited
("AIMS") pursuant to the offer made by AIMS on 20 June 2018.
The Offer is being made pursuant to the preliminary settlement
agreement (the "Heads of Terms") entered into on 26 June 2018
between Chagala, TIPP Investments PCC ("TIPP") and certain other
defendants in relation to litigation in the British Virgin Islands
which was initiated by TIPP and the direction notice dated 10 June
2016 which was issued by the Directors of Chagala to certain
shareholders of Chagala. As announced on 26 June 2018, the parties
to the Heads of Terms agreed, among other things, that, subject to
the satisfaction of certain conditions and the carrying out of
certain confirmatory due diligence, TIPP would procure the making
of a voluntary unconditional offer by a special purpose vehicle to
acquire all of shares in Chagala for cash at a price of US$2.15 per
share. In compliance with this obligation in the Heads of Terms,
TIPP has procured the voluntary unconditional offer being made
today by Realty Invest.
The Offer Letter states that the Offer will remain open for
acceptance until 1.00 p.m. on 28 September 2018 (the "Offer
Period").
The Offer Letter contains the full terms of the Offer. The Offer
Letter also contains full details of the procedure for accepting
the Offer.
The Offer Letter states that Realty Invest has received
irrevocable undertakings to accept the Offer in respect of, in
aggregate, 13,289,850 Chagala shares, representing approximately
62.5 per cent of the issued share capital of the Company. These
include the Chagala shares held by the Company's directors and
certain entities associated with such directors. The Offer Letter
states that Realty Invest has received irrevocable undertakings not
to accept the Offer in respect of, in aggregate, 5,516,789 Chagala
shares representing approximately 26 per cent. of the issued share
capital of the Company. In addition, the Offer is not being
extended to the 380,407 treasury shares held by the Company.
Therefore, Realty Invest will not be acquiring pursuant to the
Offer a minimum of an aggregate of 5,897,196 Chagala shares,
representing approximately 27.8 per cent. of the issued share
capital of the Company.
The Company's directors are not making any recommendation to its
shareholders (or holders of Depositary Receipts) as to whether or
not they should accept the Offer.
The current directors of the Company are to resign following the
completion of the Offer and will be replaced by new directors
nominated by Realty Invest. In addition, Mr. Francisco Parrilla
will resign as Chief Executive Officer of the Company.
A copy of this announcement, the Offer Letter and the related
form of acceptance will be made available, subject to certain
restrictions relating to persons resident in certain restricted
jurisdictions, on the website of the Company at
www.chagalagroup.com/investor-relations/investor-presentations from
10 a.m. London time today until the end of the Offer Period. For
the avoidance of doubt, the contents of the website referred to
above are not incorporated into and do not form part of this
announcement.
For more information:
Francisco Parrilla, Chief Executive
Chagala Group Limited + 7 (727) 355 04 84
Chagala Group
Chagala invests in service companies focused on providing long
and short-term accommodation solutions to domestic and
international oil and gas companies developing Kazakhstan's largest
hydrocarbon discoveries. With investments in hotels, guest houses,
serviced apartments, remote site facilities, restaurants and
offices, Chagala is well positioned to capitalize on the oil and
gas contribution being made in Kazakhstan.
Important Notice
SHAREHOLDERS ARE ADVISED TO READ THE OFFER LETTER CAREFULLY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER
LETTER, WHICH CONTAINS THE FULL TERMS OF THE OFFER. ANY ACCEPTANCE
IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER LETTER.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the Company disclaims any
responsibility or liability for the violation of such restrictions
by any person. Copies of this announcement must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any jurisdiction where it would be unlawful to do
so.
The Company is incorporated in the British Virgin Islands, and
accordingly offers for the Company's securities are not subject to,
and the Offer is not being made in compliance with the requirements
of, the City Code on Takeovers and Mergers of the United
Kingdom.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFBGLGDCLGGBGIR
(END) Dow Jones Newswires
September 07, 2018 03:00 ET (07:00 GMT)
Chagala (LSE:CGLO)
Historical Stock Chart
From Dec 2024 to Jan 2025
Chagala (LSE:CGLO)
Historical Stock Chart
From Jan 2024 to Jan 2025
