REG - Roxi Petroleum Plc - Proposed Merger and Notice of General Meeting <Origin Href="QuoteRef">RXP.L</Origin> - Part 2
27/02/2017 07:08
- Part 2: For the preceding part double click ID:nRSa8636Xa
Kuat Oraziman is treated as acting in concert with a number of shareholders in
Roxi Petroleum under the Code. The Concert Party comprises Kuat Oraziman,
Kairat Satylganov, another Director of Roxi Petroleum, Mr Daulet Beisenov, Mrs
Zhanat Bukenova, Baverstock and the other Baverstock Quotaholders, Vertom, Mrs
Raushan Sagdiyeva and Mr Bolatzhan Kerimbayev.
The Baverstock Quotaholders are Kuat Oraziman, Dosbol Zholdybayev, Dae Han New
Pharm and Cody Star Investment. The Baverstock Quotaholders are treated as
acting in concert as a result of their professional relationship with Kuat
Oraziman and their respective beneficial interests in quotas in Baverstock.
Baverstock holds the Eragon Shares for the Baverstock Quotaholders pro rata to
their beneficial interests in Baverstock. Baverstock also holds 10.45% of the
Ordinary Shares in Roxi Petroleum on the same basis.
The beneficial interests in the quotas of Baverstock and in the Eragon Shares
are as follows:
Baverstock Quotaholder Percentage interestin Baverstock and
interest in the Eragon Shares
Kuat Oraziman 54.24%
Dae Han New Pharm 30.00%
Dosbol Zholdybayev 13.61%
Cody Star Investment 2.15%
In January 2017 a transfer of 5% of the quotas in Baverstock was made between
Kuat Oraziman and Dae Han New Pharm. Kuat Oraziman's quota holding was reduced
from 59.24% to 54.24% and Dae Han New Pharm's quota holding increased from 25%
to 30%. This transfer was made to more accurately reflect funds invested in
Baverstock.
The table below shows the split of the 98,000,000 Ordinary Shares held by
Baverstock for the Baverstock Quotaholders:
Baverstock Quotaholder Ordinary Shares held through Baverstock Percentage of IssuedOrdinary Sharesheld through Baverstock
Kuat Oraziman 53,155,200 5.67%
Dae Han New Pharm 29,400,000 3.14%
Dosbol Zholdybayev 13,337,800 1.42%
Cody Star Investment 2,107,000 0.22%
Kuat Oraziman is the sole shareholder and director of Vertom. Daulet Beisenov
was formerly a shareholder and director in Vertom and is included in the
Concert Party by virtue this professional relationship with Kuat Oraziman.
Between 29 September 2011 and 30 April 2012 Vertom provided loans to Roxi
amounting to, in aggregate $7m. The outstanding $10,100,525 Vertom Loan is to
be converted into Conversion Shares as detailed above.
Raushan Sagdiyeva, the sole owner of Raditie, has been treated as acting in
concert with Kuat Oraziman due to their professional relationship. On 10
November 2011 Roxi Petroleum entered into a short term interest free loan
arrangement with Raditie whereby Raditie lent $2.5 million to the Company.
Raditie had the right to convert this loan into a 30% share in Munaily
Kazakhstan LLP, a subsidiary of Roxi Petroleum. On 12 March 2013, Raditie
agreed to convert the full amount of the loan into Ordinary Shares.
Subsequently, 22,654,731 Ordinary Shares were issued to Raditie at a deemed
issue price of 7.412668p. On 22 August 2016 Raditie sold 39,171,745 shares to
Bolatzhan Kerimbayev and transferred beneficial ownership in its remaining
20,482,986 Ordinary Shares to Raushan Sagdiyeva.
Kairat Satylganov and Kuat Oraziman are treated as acting in concert due to
their professional relationship as Shareholders and Directors of Roxi
Petroleum. Kairat Satylganov and Kuat Oraziman also have a professional
relationship in Kazakhstan spanning approximately 15 years.
Zhanat Bukenova has been treated as acting in concert with Kuat Oraziman due
to their professional relationship. On 24 July 2014 Roxi entered into a
release and subscription agreement with Zhanat Bukenova (an individual
resident in Kazakhstan) for the capitalisation of a loan provided by Zhanat
Bukenova to Roxi. Under the terms of the agreement, Zhanat Bukenova agreed to
release Roxi from any, and all, of its obligations to Zhanat Bukenova under,
or in connection with, a US$500,000 loan facility provided by Zhanat Bukenova
to Roxi pursuant to a loan agreement dated 10 October 2010. In consideration
for the release, Roxi issued 3,955,438 Ordinary Shares to Zhanat Bukenova.
Bolatzhan Kerimbayev has been treated as acting in concert with Kuat Oraziman
due to their professional relationship. Mr Kerimbayev acquired 39,171,745
shares representing a 4.18% holding in the Company from Raditie on 22 August
2016.
Other than as disclosed above, there are no further relationships (personal,
financial and commercial), arrangements and understandings between the Concert
Party members to disclose.
The following description of the interests of the Concert Party and its
individual members in the share capital of Roxi assumes that there is no
downward adjustment in the Notional Consideration and the number of
Consideration Shares based on the adjustments referred to above, including in
respect of the level of expenditure incurred by Roxi in relation to BNG.
Accordingly, the below interests represent the maximum potential interests of
the Concert Party and its individual members in the share capital of Roxi
following completion of the Merger. Final interests in Roxi's share capital
following the Merger will be announced in due course.
The individual interests of the Concert Party members as at the date of the
Circular , and on completion of the Merger and issuance of the Consideration
Shares will be as follows:
Kuat Oraziman's personal shareholding Vertom BaverstockMr Kuat 134,449,760 141,958,27353,155,200329,563,233 29,400,0002,107,00013,337,80044,844,800 205,428,65639,171,74520,482,9861,644,73711,993,000 14.35% 15.14%5.67%35.16% 3.14%0.22%1.42%4.78% 21.91%4.18%2.19%0.18%1.28% 53,155,200 0053,155,200 29,400,0002,107,00013,337,80044,844,800 00000 353,339,182 00353,339,182 195,430,96414,005,88688,660,514298,097,363 00000 80,804,200 0080.804,200 0000 00000 37.24% 8.50%0%45.74% 13.47%0.97%6.11%20.54% 12.30%2.35%1.23%0.10%0.72%
Oraziman total* Dae Han New Pharm** Cody Star Investment** Mr Dosbol
Zholdybayev**Baverstock total excluding Mr Kuat Oraziman Mr Kairat
SatylganovMr Bolatzhan KerimbayevMrs Raushan SagdiyevaMr D BeisenovMrs
Zhanat Bukenova
Total 653,129,157 69.67% 98,000,000 651,436,544 80,804,200 82.97%
Total
653,129,157
69.67%
98,000,000
651,436,544
80,804,200
82.97%
* - Kuat Oraziman's current holdings include the Ordinary Shares held
directly, the entire shareholding of Vertom (which he controls) and 54.24% of
the Ordinary Shares held by Baverstock for the Baverstock Quotaholders.
** - Dae Han New Pharm, Cody Star Investment and Dosbol Zholdybayev have a
beneficial interest in the Ordinary Shares as such shares are held by
Baverstock for such persons as Baverstock Quotaholders, as detailed above.
The current total holding of the Concert Party is 653,129,157 Ordinary Shares
representing 69.67% of the Issued Ordinary Shares. Kuat Oraziman currently
holds 329,563,233 Ordinary Shares representing 35.16% of the Issued Ordinary
Shares and Kairat Satylganov currently holds 205,428,656 Ordinary Shares
representing 21.91% of the Issued Ordinary Shares.
Following completion of the Merger and the issue of the Consideration Shares
and Conversion Shares, the Concert Party would be interested in 1,385,369,901
Ordinary Shares representing 82.97% of the Enlarged Share Capital. Kuat
Oraziman would be interested in 763,706,614 Ordinary Shares representing
45.74% of the Enlarged Share Capital and Kairat Satylganov would continue to
hold 205,428,656 Ordinary Shares representing 12.30% of the Enlarged Share
Capital.
As detailed above, Baverstock will be issued and will hold the Consideration
Shares for each of the Baverstock Quotaholders. Roxi understands that the
Consideration Shares (and the portion of the Issued Ordinary Shares) held by
Baverstock for the Majority Beneficiaries, Kuat Oraziman and Dosbol
Zholdybayev, will be transferred to them (or nominees on their behalf) shortly
following Admission. The remaining Baverstock Quotaholders, comprising Dae Han
New Pharm and Cody Star Investment, will continue to have their respective
interests in Roxi held by Baverstock and are under no obligation to transfer
their Consideration Shares or their portion of the Issued Ordinary Shares out
of Baverstock but are entitled to do so. The individual beneficial interests
of the Baverstock Quotaholders in Roxi will not be affected by the transfer or
otherwise of Consideration Shares or Issued Ordinary Shares to themselves or
nominee accounts on their behalf.
As Directors of Roxi Petroleum, Kuat Oraziman and Kairat Satylganov have been
awarded certain rights to subscribe in Ordinary Shares. Further information on
these share option agreements are disclosed in Part II of the Circular in the
paragraph entitled "Interests and dealings". Were both of Kuat Oraziman and
Kairat Satylganov to exercise all share options, with Panel consent, under the
aforementioned share option agreements following completion of the Merger and
the issue of the Consideration Shares and Conversion Shares, Kuat Oraziman
would be interested in 775,740,114 Ordinary Shares representing 46.05% of the
Company's enlarged issued ordinary share capital and Kairat Satylganov would
hold 208,428,656 Ordinary Shares representing 12.37% of the Company's enlarged
issued ordinary share capital. If both of Kuat Oraziman and Kairat Satylganov
were to exercise all of their rights to subscribe in Ordinary Shares the
maximum controlling position of the Concert Party would be 83.12% of the
Company's then issued ordinary share capital. The above percentages assume
that no other person exercises any rights to subscribe for Ordinary Shares. A
full breakdown of rights to subscribe held by the Directors of Roxi Petroleum
is included in Part II of the Circular in the paragraph entitled: "Interests
and Dealings".
Save as disclosed above no other members of the Concert Party have rights
interests, rights to subscribe or short positions in Roxi Petroleum.
On 8 January 2013 Roxi Petroleum announced that it had entered into the Equity
Investment Agreement with Kairat Satylganov, who subsequently became a
Director of the Company. The Equity Investment Agreement provided the Company
with, at the Company's election, a facility of up to $40 million in exchange
for the issue and allotment to Mr. Satylganov of up to 355,165,716 new
Ordinary Shares at a price of approximately 7.41 pence per share. The
following drawdowns have been made from the $40 million facility:
Date Amount drawn down Shares issued to Kairat Satylganov Resultant holding of issued share capital Percentage of enlarged share capital following draw down
11/02/2013 $10 m 83,791,429 83,791,429 12.1%
04/04/2013 $2.5 m 20,947,858 104,739,287 14.2%
04/07/2013 $5 m 41,895,714 146,635,001 18.8%
10/03/2014 $7 m 58,654,000 205,289,002 24.5%
07/11/2014 $1.7 m 14,244,542 219,533,544 25.6%
20/01/2015 $2 m 16,758,286 236,291,830 27%
19/02/2015 $1 m 8,379,143 244,670,973 27.68%
At the date of publication of the Circular an aggregate amount of $29.2
million has been drawn down under the Equity Investment Agreement.
Since 2 January 2015, Zhanat Bukenova has made the following trades:
Date of trade Buy / sell Number of Ordinary Shares Price Resultant holding
02/01/2015 Buy 150,000 9.5 pence 15,120,567
05/01/2015 Buy 350,000 9.8 pence 15,470,567
06/01/2015 Buy 100,000 9.25 pence 15,570,567
14/01/2015 Buy 72,433 8.88 pence 15,643,000
14/04/2015 Sell 930,000 16 pence 14,713,000
16/04/2015 Sell 230,000 16 pence 14,483,000
17/04/2015 Sell 1,680,000 16.99 pence 12,803,000
20/04/2015 Sell 330,000 17 pence 12,473,000
21/04/2015 Sell 135,000 17 pence 12,338,000
22/04/2015 Sell 195,000 17 pence 12,143,000
27/04/2015 Buy 770,000 15.5 pence 12,913,000
28/04/2015 Buy 100,000 15.5 pence 13,013,000
29/04/2016 Buy 130,000 15.5 pence 13,143,000
09/06/2015 Sell 2,150,000 17.8 pence 10,993,000
29/06/2016 Buy 75,000 14 pence 11,068,000
14/07/2015 Buy 550,000 14 pence 11,618,000
15/07/2015 Buy 375,000 12.88 pence 11,993,000
15/01/2016 Buy 250,000 7 pence 12,243,000
18/01/2016 Buy 85,000 7 pence 12,328,000
20/01/2016 Buy 125,000 6.75 pence 12,453,000
20/01/2016 Buy 205,000 7 pence 12,658,000
21/01/2016 Buy 85,000 7 pence 12,743,000
05/02/2016 Sell 250,000 8.5 pence 12,493,000
08/02/2016 Sell 500,000 8.89 pence 11,993,000
On 22 August 2016 Bolatzhan Kerimbayev bought 39,171,745 shares at a price of
9.1 pence from Raditie. Following this transaction Bolatzhan Kerimbayev had an
interest in 39,171,745 Ordinary shares. On the same date, Raditie transferred
its remaining 20,482,986 Ordinary Shares to its sole Director and Shareholder,
Raushan Sagdiyeva.
On 1 April 2015 the Company announced that Kuat Oraziman had acquired
39,242,317 Ordinary Shares from Kairat Satylganov at a price of 7.41 pence,
representing 4.19% of the Company's total issued ordinary share capital at the
time. The aggregate cash consideration for this transfer of shares was
approximately £2.9m. Following the sale Kuat Oraziman had an interest in
374,408,033 Ordinary Shares representing 42.35% of the Company's total issued
share ordinary capital at the time (these figures include the entire holding
of Baverstock), and Kairat Satylganov had an interest in 205,428,656 Ordinary
Shares representing 23.24% of the Company's total issued ordinary share
capital at the time.
This was permitted under note 4 to Rule 9.1 of the Code following discussion
with the Panel, without the requirement for a Rule 9 offer.
The Panel would not normally waive an obligation under Rule 9 of the City Code
if the person to whom the new securities are to be issued or any person acting
in concert with him has acquired any interest in shares in the company in the
12 months prior to the publication of a circular relating to the Proposals.
The purchase of Ordinary Shares by Kuat Oraziman on 1 April 2015 was not a
"disqualifying transaction" for the purposes of paragraph 3 of Appendix 1
(Whitewash Guidance Note) to the City Code, and accordingly the Panel has
granted the Waiver subject to Independent Shareholder approval as referred to
below.
Under Rule 9 of the City Code, any person who acquires an interest (as such
term is defined in the City Code) in shares which, taken together with the
shares in which he and persons acting in concert with him are interested,
carry 30% or more of the voting rights in a company which is subject to the
City Code, is normally required to make a general offer to all of the
remaining shareholders to acquire their shares. Similarly, when any person,
together with persons acting in concert with him, is interested in shares
which in aggregate carry not less than 30% of the voting rights but does not
hold shares carrying more than 50% of the voting rights of such a company, a
general offer will normally be required if any further interests in shares are
acquired by any such person. These limits apply to the entire concert party as
well as the total beneficial holdings of individual members. Such an offer
would have to be made in cash at a price not less than the highest price paid
by him, or by any member of the group of persons acting in concert with him,
for any interest in shares in the Company during the 12 months prior to the
announcement of the offer.
Following completion of theMerger, the issue to Baverstock of the
Consideration Shares, the issue to Kuat Oraziman of the Conversion Shares,
and, as the Baverstock Quotaholders may subsequently direct, the subsequent
transfer to theBaverstock Quotaholdersor their nominees of the Ordinary Shares
as referred to above, the members of the Concert Party will between them be
interested in Ordinary Shares carrying more than 50% of the Company's voting
share capital, and, for as long as they continue to be treated as acting in
concert, any further increase in that aggregate interest in shares will not be
subject to the provisions of Rule 9 of the Takeover Code, although individual
members of the Concert Party will not be able to increase their percentage
interests in shares through or between a Rule 9 threshold without Panel
consent. The members of the Concert Party will not be restricted from making
an offer for the Company.
Waiver of the obligation to make a mandatory offer under Rule 9 of the City
Code
The Panel has agreed, subject to the Whitewash Resolution being passed on a
poll by the Independent Shareholders at the General Meeting, to waive the
requirement under Rule 9 of the City Code for Kuat Oraziman and the Concert
Party to make a mandatory offer for the ordinary shares it does not already
own, as would otherwise arise from the receipt of further shares in the
Company pursuant to the Merger. The Concert Party will be disenfranchised from
voting on the Whitewash Resolution due to its involvement in the Proposals.
The Independent Directors believe that it is in the best interests of the
Company that the Whitewash Resolution be passed so as to allow the Company to
obtain a 100% interest in Eragon. Kairat Satylganov and Kuat Oraziman, being
Directors of the Company who are also included in the Concert Party, are not
considered to be Independent Directors and therefore are not included in the
Board recommendation relating to the Whitewash Resolution as set out below.
Disqualifying Transactions
There are no disqualifying transactions to be disclosed pursuant to paragraph
3 of Appendix 1 (Whitewash Guidance Note) to the City Code. Please see above
paragraph entitled: "Information on the Concert Party" for more information on
all transactions in Ordinary Shares entered into by the Concert Party in the
last 12 months.
Intentions of the Concert Party
The Concert Party is not intending to seek any changes to the Board and have
confirmed that it would be their intention that, following any increase in
their proportionate shareholding as a result of the issue of Consideration
Shares to Baverstock for certain Concert Party members and the transfer to
them of the Ordinary Shares previously held by Baverstock pursuant to the
Merger, the business of the Company would be continued in substantially the
same manner as at present, with no major changes. As a result, there will be
no repercussions on employment or the location of Roxi Petroleum's places of
business and no redeployment of Roxi Petroleum's fixed assets. The Concert
Party is also not intending to prejudice the existing employment rights,
including pension rights and employer contributions to the Company's pension
scheme, of any of the employees or management of the Company nor to procure
any material change in the conditions of employment of any such employees or
management. The Concert Party has no intention to make any changes with regard
to the maintenance of the existing trading facilities for the Company's shares
on AIM.
Related Party Transaction
As a result of Kuat Oraziman's substantial shareholding or interest in
Baverstock, the Eragon Shares and Roxi Petroleum, the Merger is considered a
related party transaction under the AIM Rules. The independent directors of
the Company in respect of AIM Rule 13, being Clive Carver and Edmund Limerick,
as well as Kairat Satylganov, consider, having consulted with WH Ireland, that
the terms of the Merger are fair and reasonable insofar as Shareholders are
concerned. For the purposes of the AIM Rules Kairat Satylganov is deemed an
independent director as he is not personally receiving any shares pursuant to
the Merger. Kairat Satylganov is however a member of the Concert Party, and as
such he is disenfranchised from voting on the Whitewash Resolution and from
providing a recommendation to the Independent Shareholders as to the Whitewash
Resolution.
By reason of Kuat Oraziman's directorship of Roxi Petroleum, section 190 of
the Companies Act will also apply to the Merger Agreement, the transaction
envisaged by which represents a substantial property transaction with the
Company.
Name Change
Following completion of the Merger the Directors believe it would be
appropriate to change the name of the Company to Caspian Sunrise PLC, which
would mark the beginning of a new era in the Company's development.
General Meeting
You will find set out at the end of the Circular the Notice convening the
General Meeting to be held at the offices of Fladgate LLP, 16 Great Queen
Street, London WC2B 5DG at 11:00a.m. on 24 March 2017 at which the necessary
Shareholder approvals in connection with the Merger and the Proposals will be
proposed, comprising the Resolutions.
The Resolutions will be proposed as follows:
(a) Resolution 1 (ordinary resolution on a poll of Independent
Shareholders): to approve the Whitewash Resolution;
(b) Resolution 2 (ordinary resolution): conditional on the passing of
Resolutions 1 and 3 to 5 inclusive, to give the Directors general authority to
allot the Consideration Shares and Conversion Shares and following completion
of the Merger and the issue of the Consideration Shares, to allot equity
securities up to a maximum aggregate nominal value of £5,615,691.07
(representing one third of the Enlarged Share Capital);
(c) Resolution 3 (ordinary resolution): conditional on the passing of
Resolutions 1, 2, 4 and 5, to authorise for the purposes of section 190 of the
Companies Act the terms of the Merger which is a substantial transaction with
Kuat Oraziman who is a Director;
(d) Resolution 4 (special resolution): conditional on the passing of
Resolutions 1 to 3 inclusive and 5, to disapply statutory pre-emption rights
in respect of the Consideration Shares and Conversion Shares and to give the
Directors power to allot securities in the Company for cash without first
having to offer them to existing Shareholders, up to a maximum aggregate
nominal value of £2,504,510.73 (representing 15% of the Enlarged Share
Capital); and
(e) Resolution 5 (special resolution): conditional on the passing of
Resolutions 1 to 4 inclusive, to change the name of the Company to Caspian
Sunrise PLC.
In accordance with the requirements of the City Code, Kuat Oraziman, Kairat
Satylganov and the other members of the Concert Party may attend the General
Meeting and vote on the Resolutions except that they will not vote on the
Whitewash Resolution, which will be conducted by means of a poll.
Action to be taken
A Form of Proxy for use in connection with the General Meeting is enclosed.
Whether or not you intend to attend the General Meeting, it is important,
particularly in view of the fact that the Whitewash Resolution to be put to
the Meeting will be determined by a poll, that you duly complete, execute and
return the enclosed Form of Proxy, by hand or by post, to Capita Asset
Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF in accordance with
the instructions printed thereon. To be valid, the completed Form of Proxy
must be returned as soon as possible and, in any event, so as to arrive not
less than 48 hours before the time for holding the General Meeting. Completion
and return of the Form of Proxy will not prevent Shareholders from attending
and voting at the General Meeting in person should they wish to do so.
Admission and total voting rights
Following the satisfaction of the Conditions Precedent, Roxi will allot the
651,436,544 Consideration Shares to Baverstock, and the 80,804,200 Conversion
Shares to Kuat Oraziman and application will be made for the Consideration and
Conversion Shares to be admitted to trading on AIM conditional on the Eragon
Capital Reduction becoming effective. The expected timetable for these events
is set out on page 3 of the Circular and the Company will announce definitive
dates for the final steps, and definitive Merger and Concert Party statistics,
in due course following satisfaction of all Conditions Precedent. The total
number of Ordinary Shares in issue following the issue of these shares will be
1,669,673,820 (subject to downward adjustment pursuant to the Merger Agreement
as referred to above).
Roxi has no shares in treasury, therefore (subject to any further share
issuance prior to Admission) this figure may be used by Shareholders, from
Admission, as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
and Transparency Rules.
Further information
Your attention is drawn to Part II of the Circular which contains further
information relating to Roxi Petroleum and to the 2015 Annual Report and
Accounts.
Recommendation
The Independent Directors, who have been so advised by WH Ireland, consider
that the Whitewash Resolution is fair and reasonable and in the best interests
of the Company and Independent Shareholders as a whole. Accordingly, the
Independent Directors unanimously recommend that Independent Shareholders vote
in favour of the Whitewash Resolution at the General Meeting as they intend to
do in respect of their entire holdings which amount to 2,235,000 Ordinary
Shares (representing approximately 0.24% of the Issued Ordinary Shares). In
providing advice to the Independent Directors, WH Ireland has taken into
account the Independent Directors' commercial assessments. The Concert Party
will be disenfranchised from voting on the Whitewash Resolution.
With regard to all other Proposals, excluding the Whitewash Resolution, the
Directors consider the other Resolutions to be fair and reasonable and in the
interests of the Shareholders as a whole. Accordingly the Directors
unanimously recommend that Shareholders vote in favour of Resolutions 2,3,4
and 5, at the General Meeting as they intend to do in respect of their entire
holdings which amount to 537,226,889 Ordinary Shares (representing
approximately 57.31% of the Issued Ordinary Shares).
A full breakdown of the holdings of all Directors' shareholdings can be found
in Part II of the Circular in the paragraph entitled "Interests and
dealings".
ADDITIONAL INFORMATION
1. Responsibility
The Directors, whose names appear in paragraph 2 below, accept responsibility
for the information contained in the Circular , save for the Whitewash
Resolution recommendation of the Independent Directors set out in Part I in
the paragraph entitled "Recommendation", for which the Independent Directors
are solely responsible. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in the Circular is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The members of the Concert Party accept responsibility for the information
contained in the Circular relating to themselves. To the best of the
knowledge and belief of the members of the Concert Party, who have taken all
reasonable care to ensure that such is the case, the information contained in
the Circular for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
2. The Directors ofRoxi Petroleum
The current Directors of Roxi Petroleum are:
Clive Carver(Executive Chairman)
Kuat Oraziman (Chief Executive Officer)
Kairat Satylganov (Chief Financial Officer)
Edmund Limerick (Non-Executive Director)
3. Interests and dealings
(a) The interests of each of the Directors in the ordinary share
capital of the Company (all of which are beneficial), and the existence of
which is known to the Directors or could with reasonable diligence be
ascertained by them as at 24 February 2017 (being the latest date practicable
prior to the publication of the Circular ) are set out below:
Director Number ofOrdinary Shares held % of IssuedVoting Shares
Clive CarverKuat Oraziman*Kairat SatylganovEdmund Limerick**Total 0329,563,233205,428,6562,235,000537,226,889 035.1621.910.2457.31
* - Kuat Oraziman's holdings include Ordinary Shares held directly, the entire
holding of Ordinary Shares of Vertom and 54.24% of the Ordinary Shares held by
Baverstock for the Baverstock Quotaholders.
** - Edmund Limerick's holdings include Ordinary Shares held by himself and
his wife.
The current interests of the current Directors in share options agreements are
as follows:
Directors Granted Exercise Price Expiry date
Clive Carver 2,400,000 4p 14 December 2021
Kuat Oraziman 4,200,000 4p 14 December 2021
Edmund Limerick 1,200,000 4p 14 December 2021
Directors Granted Exercise Price Expiry date
Clive Carver 538,264 12p 14 August 2019
Kuat Oraziman 269,132 12p 14 August 2019
Edmund Limerick 200,000 12p 15 February 2020
Directors Granted Exercise Price Expiry date
Clive Carver 750,000 13p 12 January 2021
Kuat Oraziman 3,090,000 13p 12 January 2021
Edmund Limerick 750,000 13p 12 January 2021
Directors Granted Exercise Price Expiry date
Clive Carver 3,000,000 20p 21 August 2024
Kuat Oraziman 3,000,000 20p 21 August 2024
Kairat Satylganov 3,000,000 20p 21 August 2024
Edmund Limerick 750,000 20p 21 August 2024
Directors Granted Exercise Price Expiry date
Clive Carver 1,345,660 38p 22 May 2017
Kuat Oraziman 672,830 38p 22 May 2017
Directors Granted Exercise Price Expiry date
Clive Carver 1,215,385 65p 29 February 2018
Clive Carver 387,692 65p 22 April 2018
Kuat Oraziman 607,692 65p 29 February 2018
Kuat Oraziman 193,846 65p 22 April 2018
(b) Other than under the terms of the Merger or as described above, the
Concert Party and any person acting in concert with it is not interested in
any right to subscribe for relevant securities, any short positions (whether
conditional or absolute and whether in the money or otherwise), any short
position under a derivative, any agreement to sell or any delivery obligation
or any right to require another person to purchase or take delivery and have
not borrowed or lent any relevant securities.
(c) In the period of 12 months immediately preceding the date of the
Circular , the Company has undertaken no dealings in its own shares.
(d) Save as disclosed above, during the period of 12 months immediately
preceding the date of the Circular , there have been no dealings in relevant
securities by the Company, the Directors, the Concert Party or any person
acting in concert with the Company, the Directors or Concert Party. Details of
a transfer of Ordinary Shares between Kuat Oraziman and Kairat Satylganov is
included in Part I in the paragraph entitled "Information on the Concert
Party".
(e) No relevant securities have been borrowed or lent by the Company,
the Directors, the Concert Party or any person acting in concert with the
Company.
(f) Other than disclosed in paragraphs (a) and (e) above, no Director
or member of the Concert Party and no other person acting in concert with the
Company is interested in any relevant securities or has the right to subscribe
for relevant securities, or securities in the Concert Party, or has a short
position (whether conditional or absolute and whether in the money or not),
including a short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of or in any relevant securities, or securities in the Concert
Party.
In this paragraph references to:
(i) "control" means a holding, or aggregate holdings, of shares
carrying 30% or more of the voting rights attributable to the share capital of
a company which are currently exercisable at a general meeting, irrespective
of whether the holding(s) give(s) de facto control;
(ii) "dealing" or "dealt" includes the following:
a. the acquisition or disposal of relevant securities, of the right (whether
conditional or absolute) to exercise or direct the exercise of voting rights
attached to relevant securities, or of general control of relevant
securities;
b. the taking, granting, acquisition, disposal, entering into, closing out,
termination, exercise (by either party) or variation of an option (including a
traded option contract) in respect of any relevant securities;
c. subscribing or agreeing to subscribe for relevant securities;
d. the exercise of conversion of any relevant securities carrying conversion
or subscription rights;
e. the acquisition of, disposal of, entering into, closing out, exercise (by
either party) of any rights under, or variation of, a derivative referenced
directly or indirectly, to relevant securities;
f. entering into, terminating or varying the terms of any agreement to
purchase or sell relevant securities; and
g. any other action resulting, or which may result, in an increase or
decrease in the number of relevant securities in which a person is interested
or in respect of which he has a short position;
(iii) being "interested" in relevant securities includes where a
person:
a. owns relevant securities;
b. has the right (whether conditional or absolute) to exercise or direct the
exercise of the voting rights attaching to relevant securities or has general
control of them;
c. by virtue of any agreement to purchase, option or derivative, has the
right or option to acquire relevant securities or call for their delivery or
is under an obligation to take delivery of them, whether the right, option or
obligation is conditional or absolute and whether it is in the money or
otherwise; or
d. is party to any derivative whose value is determined by reference to its
price and which results, or may result, in his having a long position in it;
(iv) "relevant securities" means Ordinary Shares and securities
convertible into, rights to subscribe for, derivatives referenced to, short
positions (including a short position under a derivative) and options
(including traded options) in respect of, Ordinary Shares.
4. Directors' service agreements
(a) Details of the service contracts for the Board of Roxi Petroleum
are as follows:
Date ofAgreement Notice Period Salary / benefitsas at 31 December 2014$ 2014 Share options$ 2014 Total $ 2013 Total$
Clive Carver 1 June 2012 6 months 240,000 136,441 376,441 274,110
Kuat Oraziman 1 April 2007 6 months 116,814 136,441 253,255 149,662
Kairat Satylganov 11 February 2013 6 months 121,505 136,441 257,946 153,287
EdmundLimerick 1 February 2010 6 months 45,250 34,110 79,360 57,990
Mr Satylganov entered into an executive service agreement with the Company,
effective from 11 January 2013, in which he agreed to act as the Company's
Chief Financial Officer. The agreement will continue until terminated and is
terminable on not less than six months' written notice by either party. In
addition, the Company may terminate the agreement and make payment in lieu of
notice. Mr Satylganov's annual salary is US$120,000 and he is eligible to
receive an annual bonus which will be determined at the discretion of the
Company's remuneration committee. Mr Satylganov is entitled to be covered by a
policy of directors' and officers' liability insurance to be provided by the
Company.
Mr Carver entered into an executive service agreement with the Company,
effective from 1 June 2012, in which he agreed to act as the Company's
Executive Chairman. The agreement will continue until terminated and is
terminable on not less than six months' written notice by either party. In
addition, the Company may terminate the agreement and make payment in lieu of
notice. Mr Carver's annual salary is US$240,000 and he is eligible to receive
an annual performance related bonus which will be determined at the discretion
of the Company's remuneration committee. Mr Carver is entitled to be covered
by a policy of directors' and officers' liability insurance to be provided by
the Company.
Mr Oraziman entered into an executive service agreement with the Company,
effective from 1 June 2012, in which he agreed to act as the Company's Chief
Executive Officer. The agreement will continue until terminated and is
terminable on not less than six months' written notice by either party. In
addition, the Company may terminate the agreement and make payment in lieu of
notice. Mr Oraziman's annual salary is US$120,000 and he is eligible to
receive an annual performance related bonus which will be determined at the
discretion of the Company's remuneration committee. Mr Oraziman is entitled to
be covered by a policy of directors' and officers' liability insurance to be
provided by the Company.
Lord Limerick is engaged as a non-executive director of the Company under the
terms of an agreement dated 1 February 2010. Pursuant to this agreement, Lord
Limerick will work 18 days per annum and will receive an annual fee of
£30,000. Lord Limerick's agreement is terminable on six months' written notice
by either of the parties. Subject to early termination, Lord Limerick is
appointed for an initial period of three years.
(b) None of the above Directors has entered into or amended their
service agreements with the Company in the last six months.
5. Middle market quotations
Set out below are the closing middle-market quotations for the Ordinary Shares
for the first dealing day of each of the six months immediately preceding the
date of the Circular and for 24 February 2017 (being the latest practicable
date prior to the publication of the Circular ).
Date Price per Ordinary Share (pence)
1 September 2016 10.0
3 October 2016 9.5
1 November 2016 10.13
1 December 2016 10.75
3 January 2017 10.5
1 February 2017 9.5
24 February 2017 9.5
6. General
(a) WH Ireland is Roxi Petroleum's sole Nominated Adviser and sole
Broker. Kuat Oraziman and Raushan Sagdiyeva have share trading accounts with
WH Ireland's wealth management division.
(b) WH Ireland has given and has not withdrawn its written consent to
the issue of the Circular with the inclusion herein of the references to its
name and its advice to the Independent Directors in the form and context in
which they appear.
(c) Save as disclosed above, there is no personal, financial or
commercial relationship, arrangement or understanding between the Concert
Party or the Company and WH Ireland.
(d) There is no agreement, arrangement, or understanding (including any
compensation arrangement) between the Concert Party or any person acting in
concert with any of them and any of the Directors, recent directors,
Shareholders, or recent shareholders of the Company, or any person interested
or recently interested in Shares of the Company having any connection with or
dependence upon the proposals set out in the Circular .
(e) There has been no significant change in the financial or trading
position of Roxi Petroleum since the publication of the Company's interim
results for the period ended 30 June 2015.
(f) No agreement, arrangement or understanding exists whereby any
shares in Roxi acquired by Kuat Oraziman, Kairat Satylganov or any member of
the Concert Party will be transferred to any other person.
7. Further information on the Concert Party
The Concert Party members and a brief description of them are as follows:
Baverstock GmbH is a private Swiss registered company that acts as an
investment holding company and trustee. Its sole holdings are the legal title
to the Eragon Shares and 98,000,000 Ordinary Shares, all held for the
Baverstock Quotaholders.
Dae Han New Pharm Co. Ltd. is a Baverstock Quotaholder and is a
Korean-registered pharmaceutical company. It is listed on the Korean Stock
Exchange and has a current market capitalisation of approximately $£178
million. The directors of Dae Han are Mr Wan Jin Lee, Geon Wu Bae, Yeong Jun
Song, Ju Ha Lee, Hu Jang Lee andMr Kyungju Hwang.
Cody Star Investment Limited is a Baverstock Quotaholder and is a private
company that is registered in the British Virgin Islands, the sole director of
which is Haejung Rah.
Mr Kuat Oraziman, Chief Executive Officer of the Company, is the sole
shareholder and director of Vertom and is a Baverstock Quotaholder. He is a
Kazakh national. Mr Oraziman has nearly 27 years of business experience in
Kazakhstan and abroad and nearly 17 years of oil and gas experience in
Kazakhstan. Kuat Oraziman's experience has included the operation of import
and export businesses, the establishment and operation of an international
brewery in Kazakhstan, and the Kazakhstan representative of Phillips and
Stork. Since 1991 Kuat Oraziman has been a director of ADA Oil LLP. Kuat
Oraziman also holds a doctorate in science and is a trained geologist. He was
appointed to the board of Roxi Petroleum as a Non-Executive Director in
November 2006, became an Executive Director in 2008 and was appointed Chief
Executive Officer in 2012.
Mr Daulet Beisenov was formerly a shareholder and director of Vertom and is a
Kazakh national. Mr Beisenov has nearly 27 years of business experience in
Kazakhstan and abroad and nearly 17 years of oil and gas experience in
Kazakhstan. Mr Beisenov's experience has included the operation of import and
export businesses and the establishment and operation of service orientated
businesses including various hotels and restaurants.
Vertom International N.V. is a limited liability company registered with the
number 63904 in the Netherlands Antilles, with registered address
Schottegatweg Oost 44, Curacao, Netherlands Antilles. Kuat Oraziman is the
sole shareholder and director of Vertom.
Kairat Satylganov joined Roxi Petroleum in January 2013 as Chief Financial
Officer. Kairat has over 20 years of experience in banking, financial and
investment business. In 1996 he was Deputy Chairman of the Management Board at
Bank Turan Alem supervising the International Relations, Operations and
Treasury departments. He has also served as chairman of two of the largest
banks in Kazakhstan. ATF Bank for four years from 1998, where he supervised
the Administration, Human Resources, Internal Audit, Security, Project
Financing, Risk Management departments, and Halyk Bank between 2002 and 2004,
where he supervised the Management board, Internal Audit, Marketing & PR,
directed bank's overall business development strategies. From 2004 he was
chairman of Almex, a large Kazakh investment company, where he supervised
administrative and business development strategy.
Mrs Raushan Sagdiyeva, a Kazakh national, is the sole shareholder and director
of Raditie N.V., a limited liability company registered with the number 82438
in the Netherlands Antilles, with registered address Schottegatweg Oost 44,
Curacao, Netherlands Antilles.
Mrs Zhanat Bukenova is a Kazakh national. She loaned US$500,000 to the Company
on 10 October 2010, further information on which is included below in the
paragraph below entitled: "Material Contracts".
Bolatzhan Kerimbayev is a Kazakh national and a business associate of Kuat
Oraziman.
8. Financial information on Roxi Petroleum
Below is a table setting out the location of certain financial information
contained within the 2015 and 2014 Annual Report and Accounts:
2015 2014
Page Number Page Number
Financial information: Revenue 21 20
Net profit/loss before tax 21 20
Tax charge 21 20
Net profit/loss after tax 21 20
Amount absorbed by dividends N/A N/A
Earnings per share 21 20
Dividends per share N/A N/A
Group statement of financial position 25 20
Group statement of cash flows 26 21
Significant accounting policies and major notes to accounts 27 22
The Company's Annual Report and Accounts for 2014 can be found at the
following website:
http://www.roxipetroleum.com/roxi/en/investors/financialreports?year=2015&month=all&go=Go
.
The Company's Annual Report and Accounts for 2015 can be found at the
following website:
http://www.roxipetroleum.com/roxi/uploads/finreports/annual-report-and-accounts-2015.pdf
.
The Company's interim results for the 6 months ended 30 June 2016 can be found
at the following website:
http://www.roxipetroleum.com/roxi/uploads/pressreleases/roxi-petroleum-interim-results.pdf.
The above financial information has been incorporated into the Circular by
reference in accordance with Rule 24.15 of the Code.
A Shareholder, person with information rights or person to whom the Circular
has been sent may request a copy of the above information in hard copy form
(hard copies will not be provided unless requested). Hard copies may be
requested by writing to Roxi Petroleum Plc, 5 New Street Square, London, EC4A
3TW.
9. Material contracts
The following contracts (i) not being contracts entered into in the ordinary
course, have been entered into by the Company or other members of the Group in
the two years prior to the date of the Circular , or (ii) are subsisting
agreements which are included within, or which relate to, the assets and
liabilities of the Company (notwithstanding whether such agreements are within
the ordinary course or were entered into outside of the two years immediately
preceding the publication of the Circular ) and are, or may be, material:
(a) Merger Agreement
Details of the Merger Agreement are set out under the heading: "Basis of the
Merger" in Part I of the Circular .
(b) Cancellation Agreement
In January 2009, Roxi entered into a farm out agreement with Canamens Central
Asia BV whereby Canamens Central Asia BV acquired a 35% stake in BNG from Roxi
in return for a $7 million payment to Roxi plus a further $45 million to be
paid towards existing BNG work programme commitments.
Following Canamens Central Asia BV informing Roxi that it would be unable to
pay the full amount due under the work programme commitments, Roxi and
Canamens Central Asia BV entered into a royalty agreement on 10 May 2011.
Under the terms of the royalty agreement Roxi would make an initial payment of
$2 million and grant a royalty in perpetuity of 1.5% of production revenues
(calculated by reference to the wellhead price) to Canamens Central Asia BV in
consideration for the restoration of the 35% stake in BNG previously acquired
by Canamens Central Asia BV to Roxi. The royalty agreement was subsequently
assigned to Canamens Limited who held the benefit 50% for itself and 50% for
Sector Umbrella Trust.
Under the provisions of the cancellation agreement dated 24 July 2015
("Cancellation Agreement"), Roxi, Canamens Limited and Sector Umbrella Trust
agreed to cancel and terminate the royalty agreement in consideration for the
issue of 46,661,654 new Ordinary Shares (representing 5% of the then enlarged
share capital of Roxi) to Canamens Limited.
(c) Royalty Agreement
Since January 2015, under the terms of the acquisition of Roxi of 59% of the
issued share capital of Eragon from Baverstock, Roxi and Baverstock have been
liable to fund all costs incurred in respect of BNG in the ratio 59:41,
including the 1.5% perpetual royalty previously payable to Canamens Limited.
Accordingly, in consideration of Roxi fulfilling its obligations under the
Cancellation Agreement, Roxi has entered into a BNG royalty agreement with
Baverstock dated 24 July 2015. Under the terms of this agreement Baverstock
agreed to pay to Roxi, in perpetuity, a royalty payment at the rate of 0.615%
of the production revenues at BNG, being 41% of the 1.5% original BNG royalty
to reflect the interest in BNG attributable to Baverstock. This agreement will
be terminated on completion of the Merger.
(d) Galaz disposal
On 10 February 2015 Roxi entered into a share sale agreement with, amongst
others Xinjiang Zhundong Petroleum Technology Co. Ltd, for the sale of Galaz &
Company LLP, an entity which held the exploration licence for an exploration
site known as the Galaz contact area. Roxi's interest in Galaz & Company LLP
was derived from its 59% holding of the share capital of Eragon as Eragon held
the entire share capital of Galaz Energy BV, which in turn owned 58% of Galaz
& Company LLP.
The sale completed on 12 June 2015 and the consideration attributable to Roxi
pursuant to its interest in Galaz & Company LLP was approximately $23,000,000
consisting of consideration for the sale of the shares in Galaz & Company LLP
and the assignment of a loan made by Roxi to Galaz & Company LLP.
(e) Bright Oceans share subscription agreement
On 16 April 2015 Roxi entered into a share subscription agreement with Bright
Oceans Corporation (a company registered in the People's Republic of China).
Pursuant to the terms of this agreement, Bright Oceans Corporation agreed to
subscribe for 74,508,208 Ordinary Shares for an aggregate subscription price
of US$20,000,000. In addition it was agreed that whilst Bright Oceans
Corporation held 10% or more of the issued share capital of Roxi, it would be
entitled to appoint one director to the board of Roxi.
As agreed between the parties this agreement was not completed.
(f) Zhanat Bukenova debt conversion agreement
On 24 July 2014 Roxi entered into a release and subscription agreement with
Zhanat Bukenova (an individual resident in Kazakhstan) for the capitalisation
of a loan provided by Zhanat Bukenova to Roxi.
Under the terms of the agreement, Zhanat Bukenova agreed to release Roxi from
any, and all, of its obligations to Zhanat Bukenova under, or in connection
with, a US$500,000 loan facility provided by Zhanat Bukenova to Roxi pursuant
to a loan agreement dated 10 October 2010. In consideration for the release,
Roxi issued 3,955,438 Ordinary Shares to Zhanat Bukenova.
10. Orderlymarket agreements
Baverstock and Vertom have entered into an orderly market agreement with WH
Ireland and the Company on or about 24 February 2017 pursuant to which
Baverstock has undertaken to WH Ireland and to the Company that, subject to
certain limited exceptions, it will not dispose of any of the Consideration
Shares or Conversion Shares which are acquired pursuant to the Merger for a
period of six months following Admission except through WH Ireland (or the
broker to the Company for the time being), subject to market terms being
offered for the carrying out of any such sale, and such broker may in its
discretion, acting reasonably, refuse or impose restrictions with a view to
maintaining an orderly market in the Ordinary Shares. During such orderly
market period, Baverstock may only distribute the Consideration Shares held by
it to the Baverstock Quotaholders (or their nominees), subject to such
transferees entering into similar orderly market arrangements with the broker
and the Company for the remainder of the period.
The restrictions described in the foregoing paragraphs will not apply, inter
alia, in the event of death of the relevant individual (if applicable), an
intervening court order, a takeover becoming or being declared unconditional
or the acceptance of an offer for the Company (for which the relevant
Shareholder may give an irrevocable undertaking to accept).
This information is provided by RNS
The company news service from the London Stock ExchangeRecent news on Caspian Sunrise
See all newsREG - Caspian Sunrise plc - General Meeting Results
AnnouncementREG - Caspian Sunrise plc - Issue of Equity and Option Awards
AnnouncementREG - Caspian Sunrise plc - Proposed Acquisition, Rule 9 Waiver and GM Notice
AnnouncementREG - Caspian Sunrise plc - Strategic & Operational Update
AnnouncementREG - Caspian Sunrise plc - BNG Operational update
Announcement