Caspian Sunrise Regulatory News (CASP)

Caspian Sunrise PLC

("Caspian Sunrise" or the "Company")

Shareholding update

Caspian Sunrise (formerly Roxi Petroleum plc), the Central Asian oil and gas company, with a focus on Kazakhstan, is pleased to update the market with the following changes in the shareholdings of the Company.

Introduction

Caspian Sunrise announces that Kuat Oraziman, its CEO and largest shareholder, has agreed to gift the majority of his Caspian Sunrise shares to his two adult children, who, following the gifts, will each be interested in 21.21% of the Company.

Mr Oraziman has also agreed to gift 18 million shares representing approximately 1.08% to an unrelated individual.

Mr Oraziman, 55, remains CEO and committed the to the success of the Company. After the gifts he will remain interested in 2.23% of the Company..

Neither of Mr Oraziman's adult children will be employed by the Company, there will be no changes to the Caspian Sunrise board or in the future direction of the Company.

Background

Following the completion of the merger in June 2017 between Roxi Petroleum PLC ("Roxi") and Baverstock GmbH ("Baverstock") and the associated conversion of $10.1 million debt to equity at a price of 10p per share, after which the Company was renamed Caspian Sunrise PLC (together the "Baverstock Merger"), Kuat Oraziman was interested in 763,706,614 shares representing 45.74 per cent of the total issued share capital.

Share gifts and resultant holdings

Following the planned gifts noted above Mr Oraziman will be interested in 37,285,330 shares representing 2.23% of the total issued share capital.

Ms Aidana Urazimanova, Mr Oraziman's adult daughter, will be interested in 354,210,642 Caspian Sunrise shares representing 21.21% of the total issued share capital.

Mr Aibek Oraziman, Mr Oraziman's adult on, will be interested in 354,210,642 Caspian Sunrise shares representing 21.21% of the total issued share capital.

The gifts are part of a planned transfer by Mr Oraziman of several of his interests and in no way diminish his interest and ambitions for the Company.

Management continuity

Kuat Oraziman has been the dominant figure in the Company for the past five years. He has taken the lead in both operational and funding activities and much of our current success is a result of his actions.

With the BNG licence renewal agreed and drilling success at both our BNG shallow and deep prospects, it is reassuring to know Mr Oraziman will continue to lead the Company for the foreseeable future, and that his adult children, share his and the board's vision of the future direction of the Company. Mr Oraziman's adult children will control between them 42.42 per cent of the issued share capital and with him 44.65 per cent of the issued share capital,

In addition to his continuing 2.23 per cent stake in the Company, Kuat Oraziman remains interested in options over 11,360,670 shares, exercisable at prices between 4p and 65p per share between now and August 2024. 

Consequential changes at Baverstock

To aid transparency following the Baverstock Merger, it was the intention of the four Baverstock Quota-holders, including Kuat Oraziman, to split the holdings of Baverstock into four separate holdings, one for each of the four Baverstock Quota-holders. Following the planned share gifts by Kuat Oraziman (set out above) and those planned by Mr Zholdybayev (set out below) it is no longer necessary to separately identify the shares held by each of the Baverstock Quota-holders.

Mr Dosbol Zholdybayev intends to remove 87,432,410 shares representing 5.24 per cent of the issued share capital.

Following the planned share gifts, Baverstock will be interested in 240,943,848 Caspian Sunrise shares representing 14.43 per cent of the total issued share capital, of which 195,430,964 shares representing 11.70 per cent of the total will be beneficially owned by Dae Han New Pharma Limited.

Shareholder agreement

In connection with the planned share gifts Ms Aidana Urazimova, Mr Aibek Oraziman and Kuat Oraziman have agreed not to dispose for 12 months of any of the 763,706,614 shares currently owned by Mr Kuat Oraziman without the consent of the Company's Independent Directors.

Separately, in a private agreement, the adult children of Mr Oraziman have agreed not to sell any of the shares to be transferred for a period of 3 years without his consent and that Mr Oraziman shall have the right (but not the intention) to re-acquire the transfer shares at the end of the three-year period.

Shares in Issue

Following the proposed share gifts by Kuat Oraziman noted above, the total number of shares in issue will remain unchanged at 1,669,673,820 ordinary shares of 1p each, which number may be used by shareholders in the Company 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 Guidance and Transparency Rules. The Company does not hold any shares in treasury.

Comments:

Clive Carver, Executive Chairman said

The planned share gifts are part of wider changes to Mr Oraziman's investments and in no way indicate any loss of interest on his part or doubt about the future success of the Company. Quite the opposite.

The proposed gifts provide stability, which will allow the management team to run the business to meet both its short-term objectives and to plan for the medium term.

Following the planned gifts for Caspian Sunrise it will be business as usual.

Ends

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 Tim Thompson