Chagala Group Limited
6 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States or any other jurisdiction, including in or into Canada, Japan, South Africa, Switzerland and Australia or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Any offer to acquire shares pursuant to the proposed capital raise will be made, and investors should not subscribe for or purchase any shares referred to in this announcement and should make any investment decision, solely on the basis of information contained in the prospectus (the "Prospectus") to be published by Chagala Group Limited ("Chagala" or the "Company" and, together with its subsidiaries, the "Group") on or around 6 September 2016 in connection with the admission of the new ordinary shares in the Company ("New Ordinary Shares") to be issued under the proposed placing and open offer (the "Placing and Open Offer") to listing on the standard listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange (the "Admission"). A copy of the Prospectus will, following publication, be available on the Company's website (www.chagalagroup.com) and will be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Proposed Placing and Open Offer - Open Offer Ratio
Further to the announcement earlier today in relation to a proposed Placing and Open Offer of New Ordinary Shares and potential placing of Additional Placing Shares (the "Capital Raise") to raise gross proceeds of approximately US$5.75 million (approximately US$5.55 million net of fees and expenses), Chagala Group Limited ("Chagala" or the "Company") announces that the pro rata entitlement (on the Record Date) of Qualifying Shareholders in the Open Offer is 27 Open Offer Shares for every 100 Existing Ordinary Shares.
For more information:
Francisco Parrilla, Chief Executive
Chagala Group Limited
+ 7 (727) 355 04 84
Chagala is a service company focused on providing long and short term accommodation solutions to domestic and international oil and gas companies developing Kazakhstan's largest hydrocarbon discoveries. With the ownership of hotels, guest houses, serviced apartments, remote site facilities, restaurants and offices in its portfolio, Chagala is well positioned to capitalize on the oil and gas investment being made in Kazakhstan.
This announcement has been issued by Chagala Group Limited and is the sole responsibility of Chagala Group Limited. The information in this announcement is for background purposes only and does not purport to be full or complete. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction. Any subscription for New Ordinary Shares (or Additional Placing Shares, if any) in the Capital Raise should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any New Ordinary Shares (or Additional Placing Shares, if any) referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in connection with the admission of such New Ordinary Shares. Copies of the Prospectus are available from the Company's registered office and will shortly be available on the Company's website (www.chagalagroup.com) and will shortly be available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares (and Additional Placing Shares, if any) in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, Canada, Japan, Switzerland or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.
This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act. No public offering of securities is being made in the United States.
The New Ordinary Shares, the Additional Placing Shares (if any) and the Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, Japan, Switzerland or South Africa, and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities laws. Subject to certain exceptions, the New Ordinary Shares and the Open Offer Entitlements referred to herein may not be offered or sold in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, Switzerland or South Africa. There will be no public offer of securities in Australia, Canada, Japan, Switzerland or South Africa.
The New Ordinary Shares (and the Additional Placing Shares, if any) are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the New Ordinary Shares (or Additional Placing Shares, if any) is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares (or Additional Placing Shares, if any) to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, or another appropriately authorised professional adviser if you are in a territory outside the United Kingdom. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise or Admission cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Capital Raise for the person concerned.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
This information is provided by RNS