Chagala Group Limited SETTLEMENT AGREEMENT (5676S)
26 June 2018 - 5:00PM
UK Regulatory
TIDMCGLO
RNS Number : 5676S
Chagala Group Limited
26 June 2018
Chagala Group Limited
26 June 2018
For Immediate Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PRELIMINARY SETTLEMENT AGREEMENT IN RELATION TO SHAREHOLDER
LITIGATION, INCLUDING CONDITIONAL AGREEMENT TO MAKE CASH OFFER FOR
CHAGALA GROUP LIMITED
Chagala Group Limited (the "Company") announces that a
preliminary settlement agreement (the "Heads of Terms") has been
reached between TIPP Investments PCC ("TIPP") and the Company and
the other defendants in relation to the litigation in the British
Virgin Islands which was initiated by TIPP (the "Proceedings") and
the direction notices dated 10 June 2016 which were issued by the
directors of the Company (the "Directors"). Pursuant to the Heads
of Terms, the parties have agreed, among other things, that:
-- Subject to the satisfaction of certain conditions and the
carrying out of certain confirmatory due diligence, TIPP will
procure that a special purpose vehicle which will be incorporated
for the purpose of making such offer (the "SPV") will make a
voluntary unconditional offer (the "Offer") to acquire all of the
shares of the Company for cash at a price of US$2.15 per share (the
"Offer Price"), with such Offer to be made in substantially the
form of the offer made by AIMS on 19 June 2018 (the "AIMS Offer").
For the avoidance of doubt, TIPP has not agreed to make the Offer
itself but instead has agreed to procure that the SPV will make the
Offer.
-- The completion of the transactions contemplated by the Heads
of Terms shall constitute full and final settlement of any and all
claims arising out of or connected to the facts in issue in the
Proceedings which might exist as between TIPP, the Company and the
other defendants.
The parties are in the process of negotiating a more extensive
agreement and taking steps to satisfy the conditions and perform
the other tasks which must be met pursuant to the Heads of Terms
before any offer can be made.
Given the existence of the Heads of Terms and the fact that the
proposed Offer Price is significantly higher than the price offered
by AIMS under the AIMS Offer, the Directors recommend that,
notwithstanding that the Offer will not be made unless the
conditions and other requirements set out in the Heads of Terms are
satisfied, the Company's shareholders do not accept the AIMS Offer
and instead await the making of the Offer.
For more information:
Francisco Parrilla, Chief Executive
Chagala Group Limited + 7 (727) 355 04 84
Chagala Group
Chagala invests in service companies focused on providing long
and short-term accommodation solutions to domestic and
international oil and gas companies developing Kazakhstan's largest
hydrocarbon discoveries. With investments in hotels, guest houses,
serviced apartments, remote site facilities, restaurants and
offices, Chagala is well positioned to capitalize on the oil and
gas contribution being made in Kazakhstan.
Important Notice
SHAREHOLDERS SHOULD NOTE THAT NO OFFER HAS BEEN MADE BY THE SPV
AS AT THE DATE OF THIS ANNOUNCEMENT AND THERE CAN BE NO CERTAINTY
THAT ANY SUCH OFFER WILL BE MADE (OR, IF AN OFFER IS MADE, AS TO
THE TERMS OF ANY SUCH OFFER). IF AN OFFER IS MADE, SHAREHOLDERS ARE
ADVISED TO READ THE DOCUMENTATION PURSUANT TO WHICH THE OFFER IS
MADE (THE "OFFER LETTER") CAREFULLY. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT,
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY
VOTE OR APPROVAL IN ANY JURISDICTION. THE OFFER (IF MADE) WILL BE
MADE SOLELY BY MEANS OF AN OFFER LETTER, WHICH WILL CONTAIN THE
FULL TERMS OF THE OFFER. ANY ACCEPTANCE IN RELATION TO THE OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
SUCH OFFER LETTER.
The availability of any Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the Company disclaims any
responsibility or liability for the violation of such restrictions
by any person. Copies of this announcement must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any jurisdiction where it would be unlawful to do
so.
The Company is incorporated in the British Virgin Islands, and
accordingly offers for the Company's securities are not subject to
the City Code on Takeovers and Mergers of the United Kingdom.
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.
END
STRMMGZVVVZGRZG
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June 26, 2018 03:00 ET (07:00 GMT)
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