TIDMCASP
RNS Number : 6551B
Caspian Sunrise plc
15 February 2022
Caspian Sunrise PLC
("Caspian Sunrise" or the "Company")
PROPOSED US$6.2 MILLION DEBT CONVERSION
APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE
ON TAKEOVERS AND MERGERS
AND
NOTICE OF GENERAL MEETING
Caspian Sunrise, the Kazakhstan based oil and gas exploration
and production company, is pleased to announce that it will shortly
be posting to Shareholders a Circular regarding a proposed Debt
Conversion in respect of the Company's Oraziman Family Loan of
approximately US$6.2m, first announced in August 2021.
The Independent Directors have, subject to Independent Caspian
Sunrise Shareholder approval and regulatory consent, agreed to
convert the Oraziman Family loan of approximately US$6.2m into
139,729,446 Ordinary Shares in the Company to be issued to Aibek
Oraziman and Aidana Urazimanova pursuant to the Debt Conversion, as
detailed below.
This will result in the Oraziman Family Concert Party
shareholding increasing from 45% to 48.41%.
Clive Carver, Chairman commented
"On completion of the Debt Conversion the Group will be free of
debt and therefore better placed to further develop the Group's
assets and to commence dividend payments."
Caspian Sunrise PLC
Clive Carver
Chairman +7 727 375 0202
WH Ireland, Nominated Adviser & Broker
James Joyce +44 (0) 207 220 1666
Andrew de Andrade
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.
The Circular will be made available on the Company's website at
www.caspiansunrise.com .
Extracts from the Circular are included below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Circular and the Notice of General Meeting 15 February 2022
Latest time and date for receipt of Forms of Proxy 7 March
2022
General Meeting 9 March 2022
Completion of the Debt Conversion 9 March 2022
Admission of the Conversion Shares and commencement of dealing in 15 March 2022
such shares on AIM
Notes:
1. The times and dates set out in this document that fall after
the date of this document are based on the Company's current
expectations and are subject to change.
2. The timetable assumes that there is no adjournment of the
General Meeting. If the date scheduled for the General Meeting
changes, the revised date and / or time will be notified to
Shareholders by a further Shareholder letter.
3. All times shown are London times unless otherwise stated.
STATISTICS
Issued share capital
Number of Ordinary Shares as at 11 February
2022 (being the
latest practicable date prior to the publication
of this Circular) 2,110,772,114
Conversion statistics*, **
Aggregate consideration payable by the Company US$ 6,215,166
pursuant to the Debt Conversion (to be satisfied
by the issue of the Conversion Shares at the
Issue Price)
Number of Conversion Shares proposed to be
issued pursuant to the Debt Conversion 139,729,446
Issue price per Conversion Share 3.2 pence
Number of issued Ordinary Shares Enlarged
Share Capital following completion of the
Debt Conversion 2,250,501,560
Conversion Shares as a percentage of the Enlarged
Share Capital 6.21%
*These figures set out the maximum Conversion Shares to be
issued on the assumption that (i) the Waiver Resolution contained
within this Circular is passed at the General Meeting and the Debt
Conversion completes in accordance with the terms set out in this
Circular; and (ii) there are no changes to the share capital of the
company between the date of this circular and the date of the
conversion of Oraziman Family Loan
** US$ : GBP exchange rate for the purposes of calculating
consideration payable US$1.39 : GBP1.00
Being the prevailing rate at the date on which the conditional
Debt Conversion agreement was signed
DEFINITIONS
"Admission" the admission of the Conversion
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules
"Admission Document" the admission document published
by the Company relating to
the acquisition of 59% of Eragon,
dated 31 January 2008
"AGM" the Company's annual general
meeting held on 23 July 2021
"AIM" the AIM market operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies
issued by the London Stock
Exchange
"Akku Investments" an investment advisory company
registered in Almaty, Kazakhstan
that manages the Oraziman Family
Concert Party's shareholding
in Caspian Sunrise, which is
owned equally by Aibek Oraziman
and Aidana Urazimanova with
Kuat Oraziman as the sole director.
"Baverstock" Baverstock GmbH, a company
organised under the laws of
Switzerland with a registered
office c/o Acton Treuhand AG,
Innere Gueterstrasse 4, 6300
Zug, Switzerland, which merged
with the Company in February
2017
"Baverstock Quota Holders" those persons historically
beneficially entitled to, in
aggregate, the whole of the
issued quotas in the capital
of Baverstock, being Kuat Oraziman,
Dosbol Zholdybayev, Dae Han
New Pharm Co. Ltd and Cody
Star Investment
"BNG" the Kazakh subsoil use contract
in respect of the BNG contract
area, which is located in the
west of Kazakhstan 40 kilometres
southeast of Tengiz on the
edge of the Mangistau Oblast,
covering an area of 1,561 square
kilometres, and the oil and
gas assets and operations carried
out therein
"Board" or "Directors" the board of directors of the
Company as at the date of this
Circular consisting of Clive
Carver, Edmund Limerick, Aibek
Oraziman, Kuat Oraziman and
"Caspian Explorer Vendors" Seokwoo Shin
Mr Altynbek Bolatzhan, Mr Aibek
Oraziman, Mr Alibek Mugaila,
Mr Berik Bemuratov and Mr Kang
Junyoung
"Circular" this document
"Companies Act" or "Act" the Companies Act 2006 as amended
"Company" or "Caspian Sunrise" Caspian Sunrise PLC, formerly
or "CS" or "CASP" Roxi Petroleum Plc
"Conversion Shares" the 139,729,446 new Ordinary
Shares proposed to be issued
to the Aibek Oraziman and Aidana
Urazimanova in consideration
of the Debt Conversion at the
Issue Price
"CREST" the computerised settlement
system (as defined in the CREST
Regulations) operated by Euroclear
which facilitates the transfer
of shares in uncertificated
form
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
including any enactment or
subordinated legislation which
amends or supersedes those
regulations or any such enactment
or subordinate legislation
for the time being
"Debt Conversion" the release and conversion
of the Oraziman Family Loan
into the Conversion Shares
at the Issue Price
"Enlarged Share Capital" the Issued Ordinary Shares
and the Conversion Shares.
"Eragon" Eragon Petroleum Limited, a
company incorporated in England
and Wales with company number
06162215
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use by
Shareholders at the General
Meeting
"General Meeting" or "GM" the general meeting of the
Company convened by the Notice,
to be held at the offices of
Taylor Wessing LLP, 5 New Street
Square, London EC4A 3TW on
9 March 2022 at 11:00 a.m.
"Group" Caspian Sunrise PLC and its
subsidiaries
"Independent Directors" the Directors other than Aibek
Oraziman and Kuat Oraziman
(being Clive Carver, Edmund
Limerick and Seokwoo Shin)
"Independent Shareholders" the Shareholders other than
members of the Oraziman Family
Concert Party and the Wider
Concert Party
"Issued Ordinary Shares" the 2,110,772,114 Ordinary
Shares in issue as at 11 February
2022 (being the latest practicable
date prior to the publication
of this Circular)
"Issue Price" 3.2 pence per Conversion Share
"Link Group" the trading name of Link Market
Services Ltd
"London Stock Exchange"
London Stock Exchange plc
"Merger Circular" the circular dated 27 February
2017 issued by the Company
"Notice" the notice of general meeting
which is set out at the end
of this Circular
"Ordinary Shares" the ordinary shares of 1 pence
each in the capital of the
Company
"Oraziman Family Concert Party" Aibek Oraziman, Aidana Urazimanova,
Kuat Oraziman, Altynbek Boltazhan,
Boltazhan Kerimbayev and the
estate of the late Rafik Oraziman
"Oraziman Family Loan" or "Loan" the aggregate amount of US$
6,215,166 (consisting of principal
of US$ 5,070,244, interest
of US$ 544,537 and unpaid salary
of US$ 600,385) owed by the
Company and certain other Group
companies to the Oraziman Family
Concert Party as at 5 August
2021 (being the latest practicable
date prior to the Debt Conversion
agreement was entered into).
Interest accruing after that
date will be settled in cash.
"Panel" the Panel on Takeovers and
Mergers
"Related Party Transaction" as defined under the AIM Rules
for Companies. The Debt Conversion
comprises a Related Party Transaction
as further described in this
Circular
"Relationship Agreement" the agreement dated 20 January
2020 between the Company and
members of the Oraziman Family
Concert Party, summarised in
Part II of this Circular
"Securities Act" US Securities Act of 1933,
as amended
"Shareholders" the holders of Ordinary Shares
"subsidiary" or "subsidiary have the meanings given to
undertaking" them by the Act
"Takeover Code" the City Code on Takeovers
and Mergers
"Waiver" the waiver granted by the Panel
(conditional on the approval
of the Waiver Resolution by
the Independent Shareholders
on a poll) of the obligation
of the Oraziman Family Concert
Party to make an offer under
Rule 9 of the Takeover Code
on the allotment and issue
to it (or members of it) of
the Conversion Shares
"Waiver Resolution" the ordinary resolution of
the Independent Shareholders
to approve the Waiver in respect
of the issue and allotment
of the Conversion Shares, to
be proposed on a poll at the
General Meeting and set out
in the Notice
"WH Ireland" WH Ireland Limited, the Company's
Nominated Adviser and Broker
for the purposes of the AIM
Rules and independent financial
adviser for the purposes of
Rule 3 of the Takeover Code
"Wider Concert Party" the Oraziman Family Concert
Party & Dae Han New Pharm Co.
Ltd, Raushan Sagdiyeva, Kang
Junyoung, Dosbol Zholdybayev,
Zhanat Bukenova, Daulet Beisenov
and Chang Min Seok
"UK" the United Kingdom of Great
Britain and Northern Ireland
"GBP" or "Pounds" the lawful currency of the
United Kingdom
"US$" the lawful currency of the
United States of America
" " the lawful currency of the
Republic of Korea
LETTER FROM THE CHAIRMAN
(Incorporated and registered in England & Wales under the
Companies Acts 1985 and 1989 registered No. 05966431)
Directors : Registered Office :
Clive Carver (Chairman) Caspian Sunrise PLC
Kuat Oraziman (Chief Executive 5 New Street Square
Officer) London
Seokwoo Shin (Chief Operating EC4A 3TW
Officer)
Edmund Limerick (Non-Executive
Director)
Aibek Oraziman (Non-Executive
Director)
15 February 2022
To Shareholders and, for information purposes only, to the
holders of options under the Caspian Sunrise PLC share option
schemes
Dear Sir or Madam
1. INTRODUCTION
The purpose of this Circular is to:
-- explain the background to and the reasons for the Debt
Conversion and associated Waiver Resolution; and
-- explain why the Independent Directors consider the Debt
Conversion and Waiver Resolution to be in the best interests of the
Company and the Independent Shareholders as a whole and why the
Independent Directors unanimously recommend that the Independent
Shareholders vote in favour of the Waiver Resolution at the General
Meeting.
The Debt Conversion is the conversion of approximately US$6.2
million of debt due to the Oraziman Family Concert Party by the
Company and other members of the Group, into new Ordinary Shares in
the capital of the Company to be issued to Aibek Oraziman and
Aidana Urazimanova and the associated Waiver Resolution which, if
approved would waive the obligation under Rule 9 of the Takeover
Code for the Oraziman Family Concert Party Concert Party or any
member of the Oraziman Family Concert Party to make a general offer
to Shareholders as a result of the allotment and issue to it of the
Conversion Shares .
In the event that the Waiver Resolution is passed and the Debt
Conversion is completed, the aggregate shareholding of the Oraziman
Family Concert Party in Caspian Sunrise will increase from its
current level of approximately 45.00% (comprising 949,815,346
Ordinary Shares) to 48.41% (comprising 1,089,544,792 Ordinary
Shares) of the Enlarged Share Capital.
The Panel has, subject to the approval of Independent
Shareholders of the Waiver Resolution, agreed to a waiver of the
obligations that would otherwise arise on the Oraziman family
Concert Party to make a mandatory offer under Rule 9 of the
Takeover Code (commonly referred to as a "whitewash"), as further
detailed in this document.
Reasons to vote in favour of the Proposals
The Board wishes to start making regular dividend payments. This
would not only reward long term shareholders but is also likely to
attract investors for whom regular dividend payments are an
important investment criterion.
As the Group's business matures and enters what the Board
expects to be a cash generative phase in the Group's development
the Board is targeting declaring the first dividend payments in
2022.
The support provided from the Oraziman Family Concert Party in
recent years, which was vital in the Company's survival, has left
the Group with approximately US$6.2 million of short-term debt,
repayable on demand.
The Directors would deem it imprudent to commence dividend
payments with US$6.2 million of debt repayable on demand. Approval
of the Debt Conversion will both eliminate the US$6.2 million debt
and remove a future obstacle to dividends. On 6 August 2021, the
Company announced it had agreed with the Oraziman Family Concert
Party, conditional on approval of the Waiver Resolution, to convert
the Oraziman Family Loan owed by the Group, which is repayable on
demand into 139,729,446 at a price of 3.2p per share, which was a
12.50% premium to the market price at the time.
The conversion of this debt into new Ordinary Shares, is
regarded as a Related Party Transaction.
Independent Shareholders are being asked to approve the Waiver
Resolution to waive the requirement that would otherwise arise on
the Oraziman Family Concert Party, in converting the Oraziman
Family Loan, to make a general offer for the Company under Rule 9
of the Takeover Code.
The Oraziman Family Concert Party have supported the Group in
recent years when other sources of funding have not been available.
The Loan has grown steadily to the point that it would take a very
significant part of the Group's operational income to repay.
Should Independent Shareholders not approve the Debt Conversion,
funds that would have been available for further development of the
Group's assets would instead be diverted to repay the Loan and the
commencement of dividend payments would be delayed until such time
as sufficient distributable reserves were created.
Concentration of ownership
Following completion of the Debt Conversion the Oraziman Family
Concert Party would increase their aggregate holding in the Company
from 949,815,346 Ordinary Shares (45.00% of the Issued Ordinary
Shares) to 1,089,544,792 Ordinary Shares (48.41% of the Enlarged
Share Capital).
The Independent Directors do not consider that this
concentration of ownership materially changes the control which the
Oraziman Family Concert Party could already exert on the Company
and do not believe it will be detrimental to the future of the
Company.
Further, the Company already has in place a formal relationship
agreement with the Oraziman Family Concert Party to prevent its use
of their controlling stake against the interest of Shareholders
generally, including Independent Shareholders. Further details of
the relationship agreement are set out in the "Relationship
Agreement" paragraph below in Part II of this Circular.
The Wider Concert Party, which includes the Oraziman Family
Concert Party, currently holds 1,321,188,992 Ordinary Shares
(representing 62.59% of the Issued Ordinary Shares) which would
increase to approximately 1,460,918,437 (Ordinary Shares
(representing 64.92% of the Enlarged Share Capital) as a result of
the Debt Conversion.
Information on the concert parties
There are two concert parties. The first is the Wider Concert
Party, of which the Oraziman Family Concert Party forms part. The
Wider Concert Party already holds more than 50% of the Company's
voting rights and as such does not require the approval of either
the Panel or Independent Shareholders to acquire additional
shares.
The second is the Oraziman Family Concert Party, which is a sub
concert party of the Wider Concert Party.
For the purposes of the Takeover Code, members of both the
Oraziman Family Concert Party and the Wider Concert Party are
treated as acting in concert, as defined by the Takeover Code, with
regard to their interests in the issued share capital of the
Company. Further information on this and the Takeover Code can be
found in Part III of this Circular.
BACKGROUND ON THE WIDER CONCERT PARTY
On 29 February 2008, Shareholders approved the acquisition by
the Company of 59% of the issued share capital of Eragon, a company
with a number of oil and gas assets in Kazakhstan, including the
BNG contract area, which is the Company's principal commercial
asset. The remaining 41% of the issued share capital of Eragon was
then held by Baverstock for the benefit of the original Baverstock
Quota holders, the largest of which was Kuat Oraziman, Chief
Executive Officer of the Company. Further details of such
acquisition are set out in the Company's Admission Document.
The Company subsequently obtained 100% ownership of the share
capital of Eragon by way of the reduction of share capital in
Eragon, which entailed the cancellation of the whole of the 41% of
the issued share capital of Eragon held by Baverstock for the
benefit of the Baverstock Quota holders, in consideration of the
issue and allotment to Baverstock (for the benefit of the
Baverstock Quota holders) of 651,436,544 new Ordinary Shares,
thereby giving the Company full operational control and 99%
ownership of its principal commercial asset. This transaction
united 99% of BNG under the Company's ownership. Further details of
this transaction are set out in the Merger Circular.
The Baverstock Quota holders were treated as acting in concert,
as defined by the Takeover Code, with a number of other
Shareholders of the Company, including Kuat Oraziman and his
family, resulting in the Wider Concert Party as it is currently
constituted. The shares in the Company were all subsequently
distributed directly to the Baverstock quota holders.
Further information of the transactions which led to the
formation of the Wider Concert Party, is included in the following
Company circulars:
-- Eragon Acquisition, dated 29 February 2008;
-- Proposed Baverstock Merger dated 27 February 2017;
-- Proposed Acquisition of Caspian Explorer dated 21 January 2020; and
-- the Admission Document
which are available on the Company's website at
https://www.caspiansunrise.com.
Kuat Oraziman is treated as acting in concert with his immediate
family comprising Aibek Oraziman (adult son), Aidana Urazimanova
(adult daughter), Altynbek Boltazhan (nephew) and Boltazhan
Kerimbayev (brother-in-law) and the Estate of the late Rafik
Oraziman, along with Dae Han New Pharm Co. Ltd, Raushan Sagdiyeva,
Dosbol Zholdybayev, Chang Min Seok, Kang Junyoung, , Zhanat
Bukenova and Daulet Beisenov.
A brief description of the Wider Concert Party members
Mr Kuat Oraziman is a Kazakh national. Mr Oraziman has nearly 31
years of business experience in Kazakhstan and abroad and nearly 29
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 Aibek Oraziman is the adult son of Kuat Oraziman. He has more
than 12 years oil and gas experience, including 3 years in the
field at Aktobe, Kazakhstan working for a local company. He was
appointed to the Caspian Sunrise board on 21 August 2020 as a
non-executive director and holds approximately 22.4% of the
Company's voting rights.
Aidana Urazimanova is the adult daughter of Kuat Oraziman. She
holds approximately 17.8% of the Company's voting rights. She plays
no role in the day to day business of the Company.
Altynbek Boltazhan is the adult nephew of Kuat Oraziman. He
works in the oil & gas industry in Kazakhstan but not presently
for Caspian Sunrise. He holds approximately 1.3% of the Company's
voting rights.
Boltazhan Kerimbayev is the brother-in-law of Kuat Oraziman and
a Kazakh national. He plays no role in the day to day business of
the Company and has no other business connections with Kuat
Oraziman.
Dae Han New Pharm Co. Ltd. is a Korean-registered pharmaceutical
company. It is listed on the Korean Stock Exchange and has a
current market capitalisation of approximately US$130 million.
Directors Mr Wan Jin Lee, Mr WonSuk Lee
and Mr Oh-Gyeong Kwon
Registered office 66 Jeyakgongdan 1-gil Hyangnam-eup
Hwaseong-si Korea, Republic
of (South)
-----------------------------------
Place of incorporation South Korea
-----------------------------------
Registration number 229-81-10729
-----------------------------------
In the latest financial period for the 12 months to 31 December
2020 Dae Han New Pharm Co. Ltd. reported revenues of 150 million, a
loss after tax of 10 million and net assets of 57 million.
Mrs Raushan Sagdiyeva, a Kazakh national. She plays no role in
the day to day business of the Group.
Kang Junyoung, is a Korean national and one of the vendors of
the Caspian Explorer. He was previously the captain of the Caspian
Explorer drilling vessel. He plays no role in the day to day
business of the Group.
Mr Dosbol Zholdybayev is a Kazakh national who worked with and
for Caspian Sunrise previously. He plays no role in the day to day
business of the Group.
Mr Chang Min Seok, the owner of Cody Star Investment Limited,
which is a private company that is registered in the British Virgin
Islands, the sole director of which is Haejung Rah. Cody Star was a
former quota holder in Baverstock, one of the original investors in
the BNG Contract Area. He plays no role in the day to day business
of the Group.
Mrs Zhanat Bukenova is a Kazakh national. She loaned US$500,000
to the Company on 10 October 2010. Since then she has played no
role in the Group's business.
Mr Daulet Beisenov is a Kazakh national. Mr Beisenov has nearly
31 years of business experience in Kazakhstan and abroad. 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,
much of which was together with Mr Kuat Oraziman. He plays no role
in day to day business of the Group.
The following table sets out the members of the Wider Concert
Party and their respective holdings in Caspian Sunrise PLC.
Other than as disclosed above, there are no further
relationships (personal, financial and commercial), arrangements
and understandings between Wider Concert Party members or the
directors of the Company.
Concert Party Member Ordinary Shares Ordinary Shares held
currently held after the Debt Conversion
Number % Number %
-------------- ------ ------------------- --------
Kuat Oraziman nil nil nil nil
-------------- ------ ------------------- --------
Aibek Oraziman 472,982,144 22.41 542,846,867 24.12
-------------- ------ ------------------- --------
Aidana Urazimanova 376,828,317 17.85 446,693,040 19.85
-------------- ------ ------------------- --------
the Estate of the
late Rafik Oraziman 57,369,124 2.72 57,369,124 2.55
-------------- ------ ------------------- --------
Altynbek Boltazhan 26,851,612 1.27 26,851,612 1.19
-------------- ------ ------------------- --------
Boltazhan Kerimbayev 15,784,149 0.75 15,784,149 0.70
-------------- ------ ------------------- --------
Oraziman Family
Concert Party Total 949,815,346 45.00 1,089,544,792 48.41
-------------- ------ ------------------- --------
Dae Han New Pharm
Co. Ltd 224,830,964 10.65 224,830,964 9.99
-------------- ------ ------------------- --------
Raushan Sagdiyeva 66,425,290 3.15 66,425,290 2.95
-------------- ------ ------------------- --------
Kang Junyoung 16,025,641 0.76 16,025,641 0.71
-------------- ------ ------------------- --------
Dosbol Zholdybayev 34,341,130 1.63 34,341,130 1.53
-------------- ------ ------------------- --------
Chang Min Seok 16,112,884 0.76 16,112,884 0.72
-------------- ------ ------------------- --------
Zhanat Bukenova 11,993,000 0.57 11,993,000 0.53
-------------- ------ ------------------- --------
Daulet Beisenov 1,644,737 0.08 1,644,737 0.07
-------------- ------ ------------------- --------
Total Wider Concert
Party 1,321,188,992 62.59 1,460,918,437 64.92
-------------- ------ ------------------- --------
Notes:
The currently held Ordinary Shares noted in the table above held
by the various members of the Oraziman Family Concert Party are
held beneficially by the family member concerned. The underlying
shareholdings are managed by Akku Investments, a Kazakh entity with
Kuat Oraziman as the sole director and decision maker. 100,021,432
Conversion Shares will be issued to Akku Investments and 19,854,007
and 19,854,007 will be issued directly to Aibek Oraziman and Aidana
Urazimanova respectively. Aibek Oraziman and Aidana Urazimanova are
the sole beneficiaries of Akku Investments and own the Ordinary
Shares of Akku Investments equally.
Kuat Oraziman also holds 3,000,000 options over Ordinary
Shares.
A full breakdown of rights to subscribe held by the Directors of
Caspian Sunrise PLC is included in Part III of this Circular in
Paragraph 3 entitled: "Interests and Dealings".
Under Rule 9 of the Takeover Code, any person who acquires an
interest (as such term is defined in the Takeover 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 Takeover 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.
Prior to and upon completion of the Debt Conversion, the
Oraziman Family Concert Party will be interested in Ordinary Shares
carrying more than 30% of the company's voting rights but will hold
less than 50% of the Company's voting share capital, and, for as
long as members continue to be treated as acting in concert a
general offer will normally be required if any further interest in
shares is acquired by any members of the Oraziman Family Concert
Party, or any person acting in concert with it. The individual
members of the Oraziman Family Concert Party will not be able to
increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.
Prior to and upon completion of the Debt Conversion and issue of
the Conversion Shares, the Wider Concert Party will hold more than
50% of the Company's voting share capital, and, for as long as it
continues to be treated as acting in concert, any further increase
in that aggregate interest in shares by the Wider Concert Party
will not be subject to the provisions of Rule 9 of the Takeover
Code, although individual members of the Wider Concert Party and
the Oraziman Family Concert Party will not be able to increase
their percentage interests in shares through or between a Rule 9
threshold without Panel consent.
The Panel has agreed, subject to the Waiver Resolution being
passed on a poll by the Independent Shareholders at the General
Meeting, to waive the requirement under Rule 9 of the Takeover Code
for the Oraziman Family Concert Party to make a mandatory offer for
the Ordinary Shares they do not already own, as would otherwise
arise from the issue of further shares in the Company pursuant to
the Debt Conversion. The Wider Concert Party, of which the Oraziman
Family Concert Party is part, will be disenfranchised from voting
on the Waiver Resolution and have undertaken to the Company not to
vote on the Waiver Resolution.
In the event that the Waiver Resolution is approved at the
General Meeting, neither the Oraziman Family Concert Party, the
Wider Concert Party nor any of their respective connected persons
or other persons acting in concert with it will be restricted from
making an offer for the Company.
Relationship Agreement
On 20 January 2020, the Company and the members of the Oraziman
Family Concert Party other than Altynbek Boltazhan and Boltazhan
Kerimbayev entered into a relationship agreement pursuant to which
those members of the Oraziman Family Concert Party undertook to the
Company and WH Ireland, in or acting in their capacities as
Shareholders and not in any other capacity that they would use the
voting powers attaching to the shares held by them, amongst other
things, to ensure no directors are appointed or removed without the
consent of the board, ensure the board comprises at least 2
independent directors and to ensure that any committee of the board
of the Company is comprised of a majority of Independent
Directors.
On 10 February 2022, Altynbek Boltazhan & Boltazhan
Kerimbayev signed the Relationship Agreement.
Each member of the Oraziman Family Concert Party also agreed not
to do anything that would have the effect of preventing the Company
from complying with the AIM Rules or other applicable laws or seek
to cancel the admission of the Ordinary Shares to trading on AIM.
Further, transactions between the Company and any member of the
Oraziman Family Concert Party, in or acting in their capacities as
Shareholders and not in any other capacity must be approved by a
majority of Independent Directors. The relationship agreement, as
amended, will be effective from the Admission of the Conversion
Shares until such time as the Oraziman Family Concert Party ceases
to hold, in aggregate, 20 per cent. or more of the aggregate voting
rights in the Company. The relationship agreement is governed by
English law and the courts of England have exclusive jurisdiction
to settle any dispute arising in connection with the relationship
agreement.
Waiver of the obligation to make a mandatory offer under Rule 9
of the Takeover Code
The Panel has agreed, subject to the Waiver Resolution being
passed on a poll by the Independent Shareholders at the General
Meeting, to waive the requirement under Rule 9 of the Takeover Code
for the Oraziman Family Concert Party to make a mandatory offer for
the Ordinary Shares they do not already own, which would otherwise
arise as a result of the issue of the Conversion Shares. The Wider
Concert Party, of which the Oraziman Family Concert Party is part,
will be disenfranchised from voting on the Waiver Resolution and
have undertaken to the Company not to vote on the Waiver
Resolution.
Related Party Transactions
The Debt Conversion is considered a Related Party Transaction
pursuant to the AIM Rules for Companies.
The Independent Directors consider, having consulted with WH
Ireland, that the terms of the proposed Debt Conversion are fair
and reasonable insofar as shareholders of Caspian Sunrise and the
Company are concerned.
Existing authorities to allot new Ordinary Shares
The Company will satisfy the consideration payable for the Debt
Conversion by the issue of, in aggregate, 139,729,446 new Ordinary
Shares, which would be issued to Aibek Oraziman and Aidana
Urazimanova, members of the Oraziman Family Concert Party.
The Company will issue and allot the Conversion Shares under the
existing authorities and powers granted by Shareholders at the AGM,
and accordingly no specific authorisation or disapplication of
pre-emption rights is being sought at the General Meeting in
connection with such share issuance.
2. GENERAL MEETING
You will find set out at the end of this Circular the Notice
convening the General Meeting to be held at the offices of Taylor
Wessing LLP, 5 New Street Square, London EC4A 3TW at 11:00a.m. on 9
March 2022, at which the Waiver Resolution will be proposed.
Waiver Resolution
The Waiver Resolution required in order for the Debt Conversion
to proceed. It will be proposed as an ordinary resolution to be
voted on a poll by Independent Shareholders only in accordance with
the requirements of the Panel.
Approval of the Waiver Resolution would waive the obligation
under Rule 9 of the Takeover Code for the Oraziman Family Concert
Party or any member of the Oraziman Family Concert Party to make a
general offer to Shareholders as a result of the allotment and
issue to it of the Conversion Shares.
All Shareholders may attend the General Meeting. The Oraziman
Family Concert Party members and the Wider Concert Party members
will not be permitted to vote on the Waiver Resolution.
3. 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
Waiver Resolution to be put to the General Meeting will be
determined by a poll of Independent Shareholders, that you duly
complete, execute and return the enclosed Form of Proxy, by hand or
by post, to Link Group, PXS 1, 10th Floor, 29 Wellington Street,
Leeds, LS1 4DL 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, Settlement, Dealing and Total Voting Rights
It is expected that Admission of the Conversion Shares will
become effective and that dealings in the Conversion Shares will
commence on 15 March 2022, conditional on, and subsequent to, the
passing of the Waiver Resolution.
The Conversion Shares, when issued, will rank pari passu in all
respects with the Existing Ordinary Shares. The total number of
Ordinary Shares in issue following the issue of the Conversion
Shares will be 2,250,501,560.
The Company has no shares in treasury, therefore (subject to any
further share issuance prior to Admission in respect of all of such
shares) this figure may be used by Shareholders, from Admission in
respect of all of such shares, 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 Guidance
and Transparency Rules.
4. RECOMMATION
The Takeover Code requires the Independent Directors to obtain
competent independent advice regarding the merits of the Debt
Conversion and the associated Waiver Resolution. Accordingly, WH
Ireland has provided formal advice to the Independent Directors
regarding the Debt Conversion and associated Waiver Resolution. WH
Ireland confirms that it, and any person who is or is presumed to
be acting in concert with it, is independent of the Oraziman Family
Concert Party and the Wider Concert Party and has no personal,
financial or commercial relationship or arrangements or
understandings with either the Oraziman Family Concert Party or the
Wider Concert Party which it believes would compromise its
independence.
The Independent Directors, who have been so advised by WH
Ireland, consider the Debt Conversion and associated Waiver
Resolution to be fair and reasonable and in the best interests of
the Independent Shareholders and the Company as a whole. In
providing advice to the Independent Directors, WH Ireland has taken
into account the Independent Directors' commercial assessments of
the Debt Conversion and associated Waiver Resolution. Kuat Oraziman
and Aibek Oraziman, being Directors of the Company who are also
included in the Oraziman Family Concert Party and the Wider Concert
Party, are not considered to be Independent Directors and therefore
are not included in the Board recommendation relating to the Debt
Conversion and associated Waiver Resolution.
Accordingly, the Independent Directors unanimously recommend
that Independent Shareholders vote in favour of the Waiver
Resolution, at the General Meeting as they intend to do in respect
of their entire holdings which amount to 10,156,583 Ordinary Shares
(representing approximately 0.48 per cent. of the Issued Ordinary
Shares).
Yours faithfully
Clive Carver
Chairman
ADDITIONAL INFORMATION
1. RESPONSIBILITY
1.1 Each of the Directors, whose names appear in paragraph 2
below, accepts responsibility for the information (including any
expressions of opinions) contained in this Circular, save for the
Waiver Resolution recommendation of the Independent Directors set
out in Part II in paragraph 4 entitled "Recommendation", for which
the Independent Directors are solely responsible and save for any
information relating to the Oraziman Family Concert Party and the
Wider Concert Party, the intentions of the Oraziman Family Concert
Party and the Wider Concert Party, for which responsibility is
accepted on the basis set out in paragraph 1.2 below. 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 this Circular is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
1.2 Each of the Independent Directors, accepts responsibility
for the Waiver Resolution recommendation of the Independent
Directors set out in Part II in paragraph 4 entitled
"Recommendation", for which the Independent Directors are solely
responsible. To the best of the knowledge and belief of the
Independent Directors (who have taken all reasonable care to ensure
that such is the case) the information contained in the Waiver
Resolution recommendation is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
1.3 The members of the Oraziman Family Concert Party and the
Wider Concert Party, whose names appear in Part II of this document
accept responsibility for the information (including any
expressions of opinions) contained in this Circular relating to
themselves. To the best of the knowledge and belief of the members
of the Oraziman Family Concert Party and members of the Wider
Concert Party, who have taken all reasonable care to ensure that
such is the case, the information contained in this 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 OF CASPIAN SUNRISE PLC
The current Directors of Caspian Sunrise PLC are:
Clive Carver Chairman
Kuat Oraziman Chief Executive Officer
Seokwoo Shin Chief Operating Officer
Edmund Limerick Senior Non-executive director
Aibek Oraziman Non-executive director
3. INTERESTS AND DEALINGS
3.1 Definitions
For the purposes of this Part III and Part IV, the following
definitions shall apply
(a) "acting in concert" has the meaning attributed to it in the
Takeover Code;
(b) "arrangement" includes any indemnity or option arrangements,
or any agreement or understanding, formal or informal, of whatever
nature, relating to the relevant securities which may be an
inducement to deal or refrain from dealing;
(c) "associate" includes (without limitation) in relation to a
company:
(i) its parent, subsidiaries and fellow subsidiaries, its
associated companies and companies of which any such companies are
associated companies (for this purpose ownership or control of 20
per cent. or more of the equity share capital of a company is
regarded as the test of associated company status);
(ii) its connected advisers (as defined in the Takeover Code) or
the connected advisers to a company covered in (i) above, including
persons (other than exempt principal traders or exempt fund
managers) controlling, controlled by or under the same control as
such connected advisers;
(iii) its directors (together with their close relatives and
related trusts);
(iv) its pension funds or the pension funds of a company covered
in (i) above; and
(v) its employee benefit trusts or those of a company covered in
(i) above;
(d) "borrowed or lent" includes for these purposes any financial
collateral arrangement of the kind referred to in Note 4 on Rule
4.6 of the Takeover Code, but excludes any borrowed Ordinary Shares
which have either been redelivered or accepted for redelivery;
(e) "connected persons" means in relation to a director, those
persons whose interests in Ordinary Shares the director would be
required to disclose pursuant to Part 22 of the Companies Act and
related regulations and includes any spouse, civil partner, infants
(including step children), relevant trusts and any company in which
a director holds at least 20 per cent. of its voting capital;
(f) "dealing" or "dealt" includes:
(i) acquiring or disposing of relevant securities, of the right
(whether conditional or absolute) to exercise or direct the
exercise of the voting rights attaching to relevant securities, or
of general control of relevant securities;
(ii) taking, granting, acquiring, disposing of, entering into,
closing out, terminating, exercising (by either party) or varying
an option (including a traded option contract) in respect of any
relevant securities;
(iii) subscribing or agreeing to subscribe for relevant
securities (whether in respect of new or existing securities);
(iv) exercising or converting, whether in respect of new or
existing relevant securities, any relevant securities carrying
conversion or subscription rights;
(v) acquiring, disposing of, entering into, closing out,
exercising (by either party) of any rights under, or varying, a
derivative referenced, directly or indirectly, to relevant
securities;
(vi) entering into, terminating or varying the terms of any
agreement to purchase or sell relevant securities;
(vii) redeeming or purchasing, or taking or exercising an option
over, any of its own relevant securities by the offeree company or
an offeror; and
(viii) 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;
(g) a person having an "interest" in relevant securities
includes where a person:
(i) owns securities;
(ii) has the right (whether conditional or absolute) to exercise
or direct the exercise of the voting rights attaching to securities
or has general control of them;
(iii) by virtue of any agreement to purchase, option or
derivative, has the right or option to acquire 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
(iv) is party to any derivative whose value is determined by
reference to the prices of securities and which results, or may
result, in his having a long position in them;
(h) "relevant securities" includes:
(i) securities of an offeree company which are being offered for
or which carry voting rights;
(ii) equity share capital of the offeree company and an
offeror;
(iii) securities of an offeror which carry substantially the
same rights as any to be issued as consideration for the offer;
and
(iv) securities of an offeree company and an offeror carrying
conversion or subscription rights into any of the foregoing.
(i ) "short position" means any short position (whether
conditional or absolute and whether in the money or otherwise)
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require any other
person to purchase or take delivery.
3.2 Interests and dealings of the directors of the Company
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 11 February 2022
(being the latest practicable date prior to the publication of this
Circular) are set out below:
Director Number of % of Issued
Ordinary Shares Voting Shares
held
Clive Carver 2,245,000 0.11
Kuat Oraziman nil nil
Seekwoo Shin nil nil
Edmund Limerick 7,911,583 0.37
Aibek Oraziman 472,982,144 22.41
Total 483,138,727 22.89
The current interests of the Directors in share options
agreements are as follows:
Director Number of Share % of Diluted Issued
Options held Voting Shares
Clive Carver 5,400,000 0.26
Kuat Oraziman 3,000,000 0.14
Seekwoo Shin 2,500,000 0.12
Edmund Limerick 2,750,000 0.13
Aibek Oraziman nil nil
Total 13,650,000 0.65
On 26 November 2021 the Board, other than Clive Carver, agreed
to extend the exercise date of options held by Clive Carver over
2,400,000 Ordinary Shares exercisable at 4p per share from 14
December 2021 to 14 December 2023.
On 10 January 2022 the Company issued 2,500,000 options to
Seokwoo Shin and 1,000,000 options to Edmund Limerick exercisable
at 5.5p per share and valid until 9 January 2032.
Except as disclosed above, none of the directors of the Company,
other than the dealing disclosed in 3.3 below, have dealt in
relevant securities of the Company in the 12 months prior to
publication of this Circular.
3.3 Interests and Dealings of both the Oraziman Family Concert
Party and the Wider Concert Party
Dealings by members of the Oraziman Family Concert Party members
within the last 12 months prior to publication of this Circular are
as follows:
On 6 August 2021, Kuat Oraziman gifted 41,485,330 Ordinary
Shares equally to Aibek Oraziman and Aidana Urazimanova,
accordingly Kuat Oraziman no longer holds any Ordinary Shares in
the Company.
On 19 January 2022, Kairat Satylganov, previously a member of
the Wider Concert Party, sold all his 221,625,001 shares at a price
of 4.2p per share as follows: 73,875,001 to Alyazeyah Ahmed Al
Marri, 73,875,000 to Meera Ahmed Al Marri and 73,875,000 to Hamda
Ahmed Al Marri. None of the buyers are members of the Wider Concert
Party. Upon the sale of Kairat Satylganov's shares he was removed
from the Wider Concert Party.
Other than as disclosed immediately above, there have been no
other dealings by the Oraziman Family Concert Party members within
the last 12 months.
Notwithstanding that the acquisition of voting shares (in this
case, as a result of the Debt Conversion) is made conditional upon
the prior approval of a majority of the Company's Shareholders
independent of the transaction at a general meeting of the Company
the Panel will not normally waive an obligation under Rule 9 if the
person to whom the new securities are to be issued (in this case
members of the Oraziman Family Concert Party), or any person acting
in concert with it, has acquired any interest in shares in the
Company in the 12 months preceding the date of this document but
subsequent to negotiations, discussions or the reaching of
understandings or agreements with the directors of the Company in
relation to the proposed issue of new securities. In addition, the
waiver will be invalidated if any such acquisitions of interests in
shares are made in the period between the publication of this
document and the General Meeting.
The Panel has considered the transactions detailed above and, in
these specific circumstances, has confirmed that the dealings by
the Oraziman Family Concert Party members detailed above will not
prejudice the grant of the Waiver.
Save as disclosed in paragraph 3 of this Part III of this
document, no member of the Oraziman Family Concert Party or Wider
Concert Party, nor any close relatives, related trusts or connected
persons, nor any person acting in concert with any member of the
Oraziman Concert Party or Wider Concert Party owns or controls or
is interested, directly or indirectly in, or has borrowed or lent
(save for any borrowed securities which have either been on-lent or
sold), has rights to subscribe for, or has any short position
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in, any relevant
securities of the Company, nor has any such person dealt therein
during the 12 month period prior to the publication of this
Circular.
Save as disclosed in paragraph 3 of this Part III of this
document, neither any of the Directors nor any of their close
relatives or related trusts (so far as the Directors are aware
having made due enquiry) nor any person acting in concert with the
Company is interested, directly or indirectly, has rights to
subscribe to, or has any short position in relevant securities of
the Company, nor has any such person dealt therein during the 12
month period prior to the publication of this Circular.
Neither the Company, the Directors, nor any person acting in
concert with the Company has borrowed or lent any relevant
securities (save for any borrowed securities which have either been
redelivered or accepted for redelivery).
There is no arrangement relating to relevant securities which
exists between any member of the Oraziman Concert Party or Wider
Concert Party, or their respective groups or, so far as the members
of the Oraziman Concert Party and Wider Concert Party are aware,
any person acting in concert with any member of the Concert Party
or their respective groups, and any other person, nor between the
Company or, so far as Company is aware, any person acting in
concert with the Company and any other person.
4. INTENTIONS OF THE ORAZIMAN FAMILY CONCERT PARTY
The current aggregate holding of the Oraziman Family Concert
Party is 949,815,346 Ordinary Shares representing 45.00% of the
Issued Ordinary Shares. The current aggregate holding of the Wider
Concert Party is 1,321,188,992 Ordinary Shares representing 62.59%
of the Issued Ordinary Shares.
The Oraziman Family Concert Party, as part of the Wider 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 the Conversion Shares, the business of the Group would be
continued in the same manner as at present, with no changes. As a
result, there will be no repercussions on employment or the
location of Caspian Sunrise's places of business and no
redeployment of Caspian Sunrise's existing fixed assets. Likewise,
no changes will be made regarding the Company's place of business
or headquarters and headquarters' functions.
The Oraziman Family Concert Party has confirmed that it is not
intending to seek any changes in respect of: (i) the future
business of the Company (including any research and development
functions) (ii) the Board, nor the Company's plans with respect to
the continued employment of employees and management of the Company
and its subsidiaries or their headcount (including to the
conditions of employment or in the balance of skills and functions
of employees and management); (iii) the strategic plans for the
Company and their likely repercussions on employment and on the
locations of the Company's place of business, including the
location of the Company's headquarters and headquarters functions;
(iv) employer contributions into any of the Company's pension
schemes, the accrual of benefits for existing members, nor the
admission of new members; (v) redeployment of the Company's fixed
assets; or (vi) the maintenance of the Company's Ordinary Shares
being admitted to trading on AIM.
The Independent Directors believe and have considered as part of
forming their recommendation to vote in favour of the Waiver
Resolution as stated in Part II Paragraph 4 of this circular, that
the Debt Conversion will not result in any changes in respect of:
(i) the future business of the Company (including any research and
development functions) (ii) the Board, nor the Company's plans with
respect to the continued employment of employees and management of
the Company and its subsidiaries or their headcount (including to
the conditions of employment or in the balance of skills and
functions of employees and management); (iii) the strategic plans
for the Company and their likely repercussions on employment and on
the locations of the Company's place of business, including the
location of the Company's headquarters and headquarters functions;
(iv) employer contributions into any of the Company's pension
schemes, the accrual of benefits for existing members, nor the
admission of new members; (v) redeployment of the Company's fixed
assets; or (vi) the maintenance of the Company's Ordinary Shares
being admitted to trading on AIM.
5. OPERATIONAL STATUS AND CURRENT TRADING
Caspian Sunrise is a Kazakhstan based oil and gas exploration
and production company established in October 2006 and listed on
the Alternative Investment Market of the London Stock Exchange in
May 2007. Caspian Sunrise's current principal asset is its 99%
interest in the BNG Contract Area in the Pre Caspian basin in
Western Kazakhstan. Additionally, Caspian has interests in the 3A
Best Contract Area and owns the Caspian Explorer, a shallow water
drilling vessel designed for use in the Caspian Sea.
The latest operational update was issued by the Company on 25
January 2022 and can be found at
https://www.caspiansunrise.com/investors/announcements-alerts/ and
is discussed further in Part III paragraph 8.5.
6. DIRECTORS' SERVICE AGREEMENTS
6.1 Details of the service contracts for the Board of Caspian Sunrise PLC are as follows:
(a) Clive Carver
Clive Carver entered into a service agreement dated 20 March
2019 in connection with his relocation to the UAE.
Under the terms of the agreement following the date of the grant
of the MJF Export licence, Clive has been paid at the rate of
US$504,000 per annum. He is also eligible to receive an annual
performance related bonus which will be determined at the
discretion of the Company's remuneration committee. Clive is
entitled to be covered by a policy of directors' and officers'
liability insurance to be provided by the Company.
However, from May 2020 Clive has agreed to limit his monthly
remuneration to US$10,000.
Additionally, Clive is entitled to receive the ex-pat benefit of
a contribution towards housing costs and the use of a car which is
unquantified in the agreement.
Clive's service agreement has a rolling term 12-month notice
period.
There are no profit sharing arrangements, early termination
payments, and incentive payments in relation to the Waiver
Resolution or any other arrangements to be disclosed.
(b) Kuat Oraziman
On 6 December 2019, Kuat Oraziman's base pay was increased to
US$300,000 per annum under a variation to his existing service
agreement dated 19 June 2018. He is also eligible to receive an
annual performance related bonus which will be determined at the
discretion of the Company's remuneration committee. Kuat is
entitled to be covered by a policy of directors' and officers'
liability insurance to be provided by the Company
However, from May 2020 Kuat has agreed to limit his monthly
remuneration to US$10,000. Kuat has not received any payments under
his Service agreement for several years with the reduced amounts
due being added to the Oraziman Family Loan.
Kuat's service agreement has a rolling term12-month notice
period.
There are no profit sharing arrangements, early termination
payments, and incentive payments in relation to the Waiver
Resolution or any other arrangements to be disclosed.
(c) Seokwoo Shin
Seokwoo Shin was appointed to the board as Chief Operating
Officer on 1 December 2020 subject to regulatory confirmation.
Under his service agreement he is entitled to receive US$108,000
per annum.
Additionally, he is entitled to receive the ex-pat benefit of a
contribution towards housing costs which is unquantified in the
agreement.
Seokwoo's service agreement has a rolling term 12-month notice
period.
However from May 2020, Mr Shin has agreed to limit his monthly
remuneration to US$4,500.
There are no profit sharing arrangements, early termination
payments and incentive payments in relation to the Waiver
Resolution or any other arrangements to be disclosed.
(d) Edmund Limerick
Under an agreement dated 28 August 2019, Edmund Limerick is paid
a base amount of GBP45,000 per annum to serve as a non-executive
director. Additionally, he receives two further payments of
GBP5,000 each for chairing the Audit Committee and the Remuneration
Committee.
However, from May 2020 Edmund has agreed to limit his annual
remuneration to GBP13,750.
Edmund's contract has a rolling term 6 month notice period.
There are no profit sharing arrangements, early termination
payments and incentive payments in relation to the Waiver
Resolution or any other arrangements to be disclosed.
(e) Aibek Oraziman
Under an agreement dated 28 August 2019, Aibek Oraziman is paid
a base amount of GBP45,000 per annum to serve as a non-executive
director.
However, from May 2020 Aibek has agreed to limit his annual
remuneration to GBP11,250. Aibek has not received any payments
under his Service agreement for several years with the reduced
amounts due being added to the Oraziman Family Loan.
Aibek's contract has a rolling term 3 month notice period.
There are no profit sharing arrangements, early termination
payments and incentive payments in relation to the Waiver
Resolution or any other arrangements to be disclosed.
6.2 Long term incentives
In addition to their service agreements, in May 2019 Clive
Carver and Kuat Oraziman became entitled to incentive payments
linked to the Company's future share price and market
capitalisation, such that for each US$500 million added to the
market capitalisation above a base figure of US$300 million and
provided the share price for a 30 day period equals or exceeds set
share price targets starting at 17.23p should the Company's market
capitalisation increase to US$800 million and then increasing by
3.44p for each additional US$500 million increase in the Company's
market capitalisation. In which case both Clive Carver and Kuat
Oraziman are entitled to cash pay payments of US$3 million each for
each combined market capitalisation and share price thresholds
crossed.
None of the above Directors has entered into or amended their
service agreements with the Company in the last six months.
7. 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 this Circular and for 11 February
2022, (being the latest practicable date prior to the publication
of this Circular).
Date Price per Ordinary Share
(pence)
1 July 2021 2.20
1 August 2021 2.85
1 September 2021 3.20
1 October 2021 3.80
1 November 2021 4.15
1 December 2021 4.05
1 January 2022 4.95
1 February 2022 3.85
11 February 2022 4.35
8. GENERAL
8.1 WH Ireland is Caspian Sunrise PLC's Nominated Adviser and
Broker and is considered as acting in concert with Caspian Sunrise
PLC for the purposes of the Takeover Code and this circular. Kuat
Oraziman and Raushan Sagdiyeva have share trading accounts with WH
Ireland's wealth management division.
8.2 WH Ireland has given and has not withdrawn its written
consent to the issue of this 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.
8.3 Save as disclosed above, there is no personal, financial or
commercial relationship, arrangement or understanding between the
Oraziman Family Concert Party, the Wider Concert Party or the
Company and WH Ireland.
8.4 There is no agreement, arrangement, or understanding
(including any compensation arrangement) between the Oraziman
Family Concert Party, the Wider 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 Ordinary Shares of
the Company having any connection with or dependence upon the
proposals set out in this Circular.
8.5 There has been no significant change in the financial or
trading position of Caspian Sunrise PLC since the publication of
the Company's interim results for the period ended 30 June 2021
save as set out in Regulatory News Service announcements below.
On 6 January 2022 the Company announced that "The Company notes
the current political unrest in Kazakhstan and the anti-government
protests. The Company has decided to temporarily suspend its
drilling and production activities in response to the ongoing
political uncertainty. Further announcements will be made in due
course as the position becomes clearer."
On 10 January 2022, the Company announced the resumption of
drilling and production activities and issued a further operational
announcement on 25 January 2022.
These announcements followed two trading updates issued on 22
and 23 December 2021 which detailed improved operational
performance of the group.
8.6 No agreement, arrangement or understanding exists whereby
any Ordinary Shares in Caspian Sunrise PLC acquired by any member
of the Oraziman Family Concert Party or the Wider Concert Party
will be transferred to any other person.
9. FINANCIAL INFORMATION ON CASPIAN SUNRISE PLC
Below is a table setting out the location of certain financial
information contained within the 2019 and 2020 Annual Report and
Accounts:
2020 2019
Page Number Page Number
Revenue 40 46
Net profit/loss before
tax 40 46
Tax charge 40 46
Net profit/loss after
tax 40 46
Amount absorbed by dividends N/A N/A
Earnings per share 40 46
Dividends per share N/A N/A
Group statement of financial
position 44 50
Group statement of cash
flows 46 52
Significant accounting
policies and major notes
to accounts 47 53
The Company's Annual Report and Accounts for the year ended 31
December 2019 can be found at the following website:
https://www.caspiansunrise.com/wp-content/uploads/2020/06/CS-accounts-2019-Final-25-6-2020.pdf
The Company's Annual Report and Accounts for the year ended 31
December 2020 can be found at the following website:
https://wp-caspiansunrise-2020.s3.eu-west-2.amazonaws.com/media/2021/06/29065925/Caspian-Sunrise-plc-2020-Report-Accounts-final.pdf
The Company's interim results for the 6 months ended 30 June
2021 can be found at the following website:
https://polaris.brighterir.com/public/caspian_sunrise/news/rns/story/wkldd1x
The above financial information has been incorporated into the
Circular by reference in accordance with Rule 24.15 of the Takeover
Code.
A Shareholder, person with information rights or person to whom
this 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
Caspian Sunrise PLC, 5 New Street Square, London, EC4A 3TW, phone
number: 020 7300 7000.
10. MATERIAL CONTRACTS
The following contracts, 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 this
Circular, or 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 this Circular) and are, or may be,
material:
Debt Conversion Agreements
The agreement in respect of the Debt Conversion dated 5 August
2021 between the Company and Akku Investments LLP on behalf of the
Oraziman Family Concert Party, pursuant to which the Company has
agreed to repay the Oraziman Family Loan, such repayment to be
satisfied by the issue to Aibek Oraziman and Aidana Urazimanova of
the Conversion Shares at the Issue Price.
The Relationship Agreement
On 20 January 2020, the Company and Kuat Oraziman, Aibek
Oraziman, Aidana Urazimanova and subsequently on 10 February 2022,
Altynbek Bolatzhan & Boltazhan Kerimbayev entered into an
agreement to ensure that the Group is able to carry on its business
independently of the Oraziman Family Concert Party and that
transactions entered into between the Group and members of the
Oraziman Family Concert Party will be on arm's length terms and a
normal commercial basis.
Placing Agreement
On 5 August 2020, The Company entered into a Placing Agreement
with WH Ireland in connection with a placing of 36,363,629 new
Ordinary Shares at a price of 2.75p per share to raise before
expenses GBP1 million for the Company for which WH Ireland was
compensated GBP50,000. The Placing Agreement included standard
warranties provided by the Company in favour of WH Ireland.
The 3A Best Farm-out Agreement
On 19 May 2021, Eragon Petroleum FZE, a 100% subsidiary of
Caspian Sunrise plc, entered into a framework agreement with
Espelisai Operating LLP under which Eragon Petroleum FZE agreed to
sell to Espelisai Operating LLP15% of the shares held by Eragon
Petroleum FZE in 3A Best Group JSC in exchange for an investment by
Espelisai Operating LLP which invested US$2.5 million into 3A Best
Group JSC.
The agreement also provided an option to Espelisai Operating LLP
to acquire the remaining 85% of the shares in 3A Best Group JSC,
subject if required under the AIM Rules to the prior approval of
Caspian Sunrise shareholders.
The agreement was conditional on the renewal of the 3A Best
subsoil licence by the appropriate Kazakh authorities.
Documents available for inspection
Copies of this Circular and the following documents will be
available for inspection on the Company's website,
https://www.caspiansunrise.com/ up to and including 9 March 2022
and at the General Meeting to be held on that day:
-- the Memorandum and Articles of Association of the Company;
-- the audited consolidated accounts of the Company for the
financial years ended 31 December 2020 and 2019;
-- the interim results for the six-month period to 30 June 2021;
-- this Circular;
-- Conversion agreement referred to above; and
-- Merger Circular
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of the Company
will be held at the offices of Taylor Wessing LLP, 5 New Street
Square, London EC4A 3TW at 11:00 a.m. on 9 March 2022.
In this notice, words and phrases that are defined in the
circular to shareholders dated 15 February 2022 have the same
meanings unless the context requires otherwise.
The general meeting will be held for the purpose of considering
and, if thought fit, passing the following resolution of which will
be proposed as an ordinary resolution (to be voted on a poll by
Independent Shareholders only in accordance with the requirements
of the Panel on Takeovers and Mergers (the "Panel").
Ordinary resolution
1. THAT the waiver granted by the Panel of the obligation that
would otherwise arise on the members of the Oraziman Family Concert
Party to make a general offer to the Shareholders of the Company
pursuant to rule 9 of the Takeover Code as a result of the issue to
them of the Conversion Shares, as described in the circular of
which this notice forms part, is hereby approved.
By Order of the Board
Clive Carver
Chairman
15 February 2022
Registered Office: Caspian Sunrise PLC, 5 New Street Square,
London EC4A 3TW
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCSFAESLEESEDE
(END) Dow Jones Newswires
February 15, 2022 02:00 ET (07:00 GMT)
Caspian Sunrise (LSE:CASP)
Historical Stock Chart
From Dec 2024 to Jan 2025
Caspian Sunrise (LSE:CASP)
Historical Stock Chart
From Jan 2024 to Jan 2025
