WRES.L Regulatory News (WRES)

5 Mar 2008 09:42

Caspian Holdings plc05 March 2008 Caspian Holdings Plc ("Caspian" or the "Company") 5 March 2008 Credit Facility Agreement Further to the announcement made on 24 April 2007, Caspian Holdings Plcannounces that it has drawn down the second tranche of the unsecured creditfacility to raise £100,000 at a rate of 4% over LIBOR from investors and majorshareholders. The credit facility, as announced on 24 April 2007, has been amended with theagreement of all parties to extend the time period in which the second trancheis available for drawdown to a period of 12 months. Participating investors in the second tranche have been granted 25 options overordinary shares in the Company for every £1.00 invested in the facility as acommitment fee The options have an exercise price of 3 pence and expire on 31December 2010. However, should the Company's Zhengeldy Subsoil License inKazakhstan be terminated or suspended by the Ministry of Energy and MineralResources of Kazakhstan, the above options in relation to the second tranchewill then have an exercise price of 1 pence and expire on 31 December 2010. The second tranche of the loan is a short term facility to fund working capitaland new project acquisition activities. It is intended that the entire facilityis replaced with more permanent finance in the future following either theextension of the Zhengeldy licence area and/or new project acquisition. Theentire loan will be repaid in full on the earlier of an equity raising or atmaturity on 11 April 2009. Major shareholders including Chairman MichaelMasterman have shown their support for the company in participating in the loanfacility. Related Party Transaction Masterman Investments Limited ("MIL"), a company related to Michael Masterman, adirector of Caspian, and of which Michael Masterman is a director and soleshareholder, is a lender participating in the Credit Facility to the amount of£50,000 and will therefore receive 1,250,000 options as a commitment fee. Theloan by MIL is therefore classified as a related party transaction for thepurposes of the AIM Rules. Accordingly the Directors (other than MichaelMasterman), having consulted with Grant Thornton Corporate Finance (in itscapacity as the Company's nominated adviser), confirm that they are satisfiedthat the terms of MIL's participation in the credit facility are fair andreasonable insofar as the shareholders of the Company are concerned. Following this transaction and the awarding of options, Michael Masterman willbe interested in 11,900,000 ordinary shares in the Company representing aninterest of 12.0% in the total voting rights of the Company. In addition,Michael Masterman is interested in 6,250,000 options over ordinary shares in theCompany as follows: Stock Options Held Option Exercise Price Expiry Date5,000,000 £0.04 31 December 20101,250,000 £0.03 31 December 2010 Enquiries: Caspian Holdings Plc Grant Thornton Corporate FinanceMichael Masterman Fiona OwenT: +44 (0) 7791 288381 T: +44 (0) 20 7383 5100 Hoodless Brennan Parkgreen CommunicationsLuke Cairns Clare Irvine / Justine HowarthT: +44 (0) 20 7538 1166 T: +44 (0) 20 7851 7480www.caspianoil.co.uk This information is provided by RNS The company news service from the London Stock Exchange