REG - Caspian Sunrise plc - Completion of West Shalva acquisition

Caspian SunriseAnnouncement

15/04/2025 10:30

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RNS Number : 0978F  Caspian Sunrise plc  15 April 2025

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information
is disclosed in accordance with the Company's obligations under Article 17 of
the UK MAR. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

 

Caspian Sunrise PLC

("Caspian Sunrise" or the "Company" and together with its subsidiaries, the
"Group")

 

Completion of the West Shalva Contract Area acquisition

 

Introduction

The Board of Caspian Sunrise is pleased to provide the following update in
respect of the West Shalva Contract Area.

 

Background

The acquisition of CS Energy LLP, the Kazakh entity, which holds the licence
for the West Shalva Contract Area (the "Acquisition"), was approved by
independent Caspian Sunrise shareholders on 25 April 2024.

 

The final Acquisition condition was the re-registration of CS Energy LLP,
which has now been completed. Accordingly, the Group is now the beneficial
owner of CS Energy LLP, which holds the licence for the West Shalva Contract
Area.

 

Licence and current work programme

The West Shalva exploration licence was renewed in 2023 for a six year period.
The current work programme commitment is for one well to a depth of 2,660
meters targeting at least two intervals in the Triassic at an estimated cost
of US$3 million and for which the required 3D seismic information is readily
available.

 

A G40 rig previously in use at the BNG Contract Area has been identified for
the work and will be transported to the West Shalva Contract Area. The well is
expected to be spudded in Q2 2025 and if successful could commence production
in Q3 2025.

 

Acquisition terms

The purchase consideration as set out in the Acquisition Agreement comprises
the issue to Altynbek Bolatzhan, the vendor of CS Energy LLP, of up to
198,412,698 shares and a potential additional cash sum of up to $5 million,
partially dependent on the success of drilling at the West Shalva Contract
Area, as follows:

 

·    On Completion 99,206,349 new ordinary shares to be issued at 4p per
share (the "Initial Consideration Shares").

·    On first oil from the West Shalva Contract Area a further 99,206,349
new ordinary shares would be issued at 4p per share (the "Additional
Consideration Shares")

·    Additionally, the first $5 million revenue from oil sales from the
West Shalva Contract Area under the Group's ownership would be paid to the
vendor of CS Energy LLP.

 

Concert Party Shareholdings following completion of the Acquisition

Altynbek Bolatzhan is a member of the Oraziman Family Concert Party.

 

Before the issue of the Initial Consideration Shares the Company had
2,254,978,483 shares in issue, with Altynbek Bolatzhan holding 26,851,612
shares representing 1.19% of the shares then in issue and with the Oraziman
Family Concert Party holding, in aggregate, 1,091,189,529  shares
representing 48.39% of the shares then in issue.

 

Following the issue of the Initial Consideration Shares the enlarged issue
share capital has increased to 2,354,184,832 shares. This number represents
the total voting rights in the Company and may be used by shareholders as the
denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure and Transparency
Rules.

 

As noted above 99,206,349 Initial Consideration Shares have been issued to
Altynbek Bolatzhan whose shareholding has increased to 126,057,961 shares
representing 5.36% of the shares now in issue. The aggregate holding of the
Oraziman Family Concert Party is now 1,190,395,878 shares representing 50.57%
of the shares currently in issue.

 

Oraziman Family Concert Party shareholdings

                       Before Completion                                After Completion
                       Shares                                %          Shares                                  %
 Kuat Oraziman         nil                                   nil        nil                                     nil
 Aibek Oraziman               1,046,909,031                  46.43%     1,046,909,031                           44.47
 Altynbek Bolatzhan    26,851,612                            1.19                     126,057,961               5.36
 Bolatzhan Kerimbayev              15,784,149                0.70       15,784,149                              0.67
 Daulet Beisenov                     1,644,737               0.07       1,644,737                               0.07

 Total                 1,091,189,529                         48.39      1,190,395,878                           50.57

In the event the Additional Consideration Shares are issued and assuming no
further share issues the total number of shares in issue would be
2,453,391,181 with Altynbek Bolatzhan then holding 225,264,310 shares
representing 9.18% of the shares then in issue and with the Oraziman Family
Concert Party then holding 1,289,602,227 shares representing 52.56% of the
shares then in issue.

 

Application will be made for the Initial Consideration Shares to be admitted
to trading on AIM, which is expected to occur on or around 23 April 2025
 ("Admission"). The New Shares will rank pari passu in all respects with the
Company's existing ordinary shares currently traded on AIM.

 

Contacts:

 

 Zeus            +44 (0) 203 829 5000

  James Joyce

   James Bavister

   Andrew de Andrade

 

This announcement has been posted to:

www.caspiansunrise.com/investors (http://www.caspiansunrise.com/investors)

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Clive Carver, Chairman of the Company.

 

This announcement has been posted to:

www.caspiansunrise.com/investors (http://www.caspiansunrise.com/investors)

 

 

 

 

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