26 Jun 2018 08:00
Chagala Group Limited
26 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
PRELIMINARY SETTLEMENT AGREEMENT IN RELATION TO SHAREHOLDER LITIGATION, INCLUDING CONDITIONAL AGREEMENT TO MAKE CASH OFFER FOR CHAGALA GROUP LIMITED
Chagala Group Limited (the "Company") announces that a preliminary settlement agreement (the "Heads of Terms") has been reached between TIPP Investments PCC ("TIPP") and the Company and the other defendants in relation to the litigation in the British Virgin Islands which was initiated by TIPP (the "Proceedings") and the direction notices dated 10 June 2016 which were issued by the directors of the Company (the "Directors"). Pursuant to the Heads of Terms, the parties have agreed, among other things, that:
· Subject to the satisfaction of certain conditions and the carrying out of certain confirmatory due diligence, TIPP will procure that a special purpose vehicle which will be incorporated for the purpose of making such offer (the "SPV") will make a voluntary unconditional offer (the "Offer") to acquire all of the shares of the Company for cash at a price of US$2.15 per share (the "Offer Price"), with such Offer to be made in substantially the form of the offer made by AIMS on 19 June 2018 (the "AIMS Offer"). For the avoidance of doubt, TIPP has not agreed to make the Offer itself but instead has agreed to procure that the SPV will make the Offer.
· The completion of the transactions contemplated by the Heads of Terms shall constitute full and final settlement of any and all claims arising out of or connected to the facts in issue in the Proceedings which might exist as between TIPP, the Company and the other defendants.
The parties are in the process of negotiating a more extensive agreement and taking steps to satisfy the conditions and perform the other tasks which must be met pursuant to the Heads of Terms before any offer can be made.
Given the existence of the Heads of Terms and the fact that the proposed Offer Price is significantly higher than the price offered by AIMS under the AIMS Offer, the Directors recommend that, notwithstanding that the Offer will not be made unless the conditions and other requirements set out in the Heads of Terms are satisfied, the Company's shareholders do not accept the AIMS Offer and instead await the making of the Offer.
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 SHOULD NOTE THAT NO OFFER HAS BEEN MADE BY THE SPV AS AT THE DATE OF THIS ANNOUNCEMENT AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE (OR, IF AN OFFER IS MADE, AS TO THE TERMS OF ANY SUCH OFFER). IF AN OFFER IS MADE, SHAREHOLDERS ARE ADVISED TO READ THE DOCUMENTATION PURSUANT TO WHICH THE OFFER IS MADE (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 (IF MADE) WILL BE MADE SOLELY BY MEANS OF AN OFFER LETTER, WHICH WILL CONTAIN 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 SUCH OFFER LETTER.
The availability of any 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 the City Code on Takeovers and Mergers of the United Kingdom.