Chagala Group Limited
23 September 2016
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). 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.
Placing and Open Offer - Suspension Order and Planned Appeal
Further to its announcements made on 6 September 2016 and 19 September 2016 relating to a Placing and Open Offer of New Ordinary Shares and potential placing of Additional Placing Shares (the "Capital Raise"), Chagala Group Limited (the "Company" or "Chagala") announces that on 22 September 2016, the Eastern Caribbean Supreme Court in the Commercial Division of the High Court of Justice of the British Virgin Islands (the "Court") issued an order (the "Order") requiring the suspension of the Placing and Open Offer until 27 October 2016, which is the scheduled date of a hearing in relation to a claim filed by TIPP Investments PCC ("TIPP") on 27 July 2016 against the Company and its individual board members. The Order was made in response to an application (the "Application") by TIPP which was made on various grounds including, among others, that the Placing and Open Offer transaction would prejudice TIPP's rights as a shareholder in the Company.
The Company believes that there was no reasonable basis for the Order to be granted and intends to appeal the Order on the basis that the Company was not given an opportunity to put its full submissions to the Court at the hearing on the Application. The Company expects that a hearing on the Appeal (the "Appeal") will take place on or before 30 September 2016.
The Company and its counsel are currently seeking clarification from the Court as to the implications of the Order for the Capital Raise transaction, including the ability of the Company to extend the transaction timetable. The Company intends to make a further announcement regarding the transaction and its timetable in due course.
In addition, in accordance with section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, following the granting of the Order, the Company intends to publish a supplementary prospectus which will be posted to Shareholders in due course, which will be announced separately via a Regulatory Information Service.
For more information:
Francisco Parrilla, Chief Executive
Chagala Group Limited
+ 7 (727) 298 0131
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 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 published by the Company in connection with the admission of such New Ordinary Shares.
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.
This information is provided by RNS