REG - Caspian Sunrise plc - 3A Best acquisition update

Caspian SunriseAnnouncement

13/11/2018 07:05

RNS Number : 1192H
Caspian Sunrise plc
13 November 2018
 


 
 
Caspian Sunrise PLC
("Caspian Sunrise" or the "Company")
3A Best acquisition update
 
The Board of Caspian Sunrise are pleased to provide the following update:
 
Background
 
On 29 May 2018, Caspian Sunrise announced the conditional acquisition of 3A Best Group JSC ("3A Best") (the "Acquisition"), an existing Contract Area of some 1,347 sq km located near the Caspian port city of Aktau, for a consideration of $24 million payable by the issue of 149,253,732 Caspian Sunrise shares issued at a price of 12p per share ("the Acquisition").
 
Completion of the Acquisition was dependent upon the satisfaction of a number of post signing conditions. The Acquisition agreement signed in May 2018, specified a long stop date of 31 December 2018, by which time all conditions were due to be met. Caspian Sunrise is pleased to confirm that all the material pre conditions, including the issuance of the new licence have been completed.
 
It is now the intention of the parties to formally complete the acquisition in early 2019. Accordingly, by a separate agreement dated 9 November 2018, the parties to the Acquisition have extended the long stop date to 30 June 2019.
 
Related Party Transaction
 
The signature of the conditional agreement to purchase 3A Best in May 2018 was considered a related party transaction under the AIM Rules by reason of the shareholdings in 3A Best of the family of Kuat Oraziman, the Chief Executive Officer of Caspian Sunrise. Therefore the decision to extend the proposed completion date is also considered to be a separate related party transaction.
 
The independent directors of the Company in respect of AIM Rule 13, being Clive Carver and Edmund Limerick, consider, having consulted with WH Ireland, that the terms of the extension to the long stop to 30 June 2019 date are fair and reasonable insofar as Shareholders are concerned. 
 
Upon satisfaction of the outstanding conditions Caspian Sunrise will issue and seek listing for the new Caspian Sunrise shares once the other conditions for completion have been satisfied.
 
Following the issue of these consideration shares the total number of shares then in issue would then be 1,818,927,552, of which the family of Kuat Oraziman, would hold 795,457,858 shares representing 43.73%.
 
Ends
 



Caspian Sunrise PLC


 




Clive Carver
Executive Chairman


+7 727 375 0202




 


 




WH Ireland, Nominated Adviser & Broker


 




James Joyce
Jessica Cave
James Sinclair-Ford
 


+44 (0) 207 220 1666




Yellow Jersey PR
Tim Thompson
Henry Wilkinson
 


+44 (0) 203 735 8825



 
Qualified Person
 
Mr. Nurlybek Ospanov, Caspian Sunrise PLC's Chief Geologist / Technical Director who is a member of the Society of Petroleum Engineers ("SPE"), has reviewed and approved the technical disclosures in this announcement.
 
This announcement has been posted to:
www.caspiansunrise.com/investors
 
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
 
 
 
 
 
 
 
 
 
 




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