20 Jun 2018 08:00
Chagala Group Limited
20 June 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 ASIAN INVESTMENT MANAGEMENT SERVICES LIMITED
On 19 June 2018, Chagala Group Limited (the "Company" or "Chagala") received a letter from Asian Investment Management Services Limited ("AIMS") 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 AIMS is making an unconditional offer (the "Offer") to acquire all of the shares and/or Depositary Interests in the Company for cash at a price of US$1.55 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.
AIMS already has a significant interest in the Company, owning a total of 2,350,418 Depositary Interests, equivalent to approximately 11.26% of the shares in the Company outstanding (excluding shares held by the Company in treasury).
The Offer Letter states that the Offer will remain open for acceptance for a period of 21 calendar days from the date on which the Company forwards the Offer Letter to its shareholders (being today) (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 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.
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.