Chagala Group Limited
7 September 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
CASH OFFER FOR CHAGALA GROUP LIMITED BY REALTY INVEST HOLDING LLP
On 6 September 2018, Chagala Group Limited (the "Company" or "Chagala") received a letter from Realty Invest Holding LLP ("Realty Invest") requesting and authorising the Company to send to the Company's shareholders (and holders of depositary interests representing shares in the Company ("Depositary Interests") a letter (the "Offer Letter") under which Realty Invest is making an unconditional voluntary offer (the "Offer") to acquire all of the shares and/or Depositary Interests in the Company for cash at a price of US$2.15 per share. The Company is today forwarding the Offer Letter to its shareholders and holders of its Depositary Interests, together with a letter from the Company containing the reaction of the Company's directors to the Offer.
The consideration for the Offer represents:
• a premium of 52 per cent to twelve-month average price per Chagala share for the twelve months ending on 6 September 2018 being the last Business Day prior to the date of the Offer Letter; and
• a premium of 39 per cent. to the price offered to Chagala shareholders by Asian Investment Management Services Limited ("AIMS") pursuant to the offer made by AIMS on 20 June 2018.
The Offer is being made pursuant to the preliminary settlement agreement (the "Heads of Terms") entered into on 26 June 2018 between Chagala, TIPP Investments PCC ("TIPP") and certain other defendants in relation to litigation in the British Virgin Islands which was initiated by TIPP and the direction notice dated 10 June 2016 which was issued by the Directors of Chagala to certain shareholders of Chagala. As announced on 26 June 2018, the parties to the Heads of Terms agreed, among other things, that, subject to the satisfaction of certain conditions and the carrying out of certain confirmatory due diligence, TIPP would procure the making of a voluntary unconditional offer by a special purpose vehicle to acquire all of shares in Chagala for cash at a price of US$2.15 per share. In compliance with this obligation in the Heads of Terms, TIPP has procured the voluntary unconditional offer being made today by Realty Invest.
The Offer Letter states that the Offer will remain open for acceptance until 1.00 p.m. on 28 September 2018 (the "Offer Period").
The Offer Letter contains the full terms of the Offer. The Offer Letter also contains full details of the procedure for accepting the Offer.
The Offer Letter states that Realty Invest has received irrevocable undertakings to accept the Offer in respect of, in aggregate, 13,289,850 Chagala shares, representing approximately 62.5 per cent of the issued share capital of the Company. These include the Chagala shares held by the Company's directors and certain entities associated with such directors. The Offer Letter states that Realty Invest has received irrevocable undertakings not to accept the Offer in respect of, in aggregate, 5,516,789 Chagala shares representing approximately 26 per cent. of the issued share capital of the Company. In addition, the Offer is not being extended to the 380,407 treasury shares held by the Company. Therefore, Realty Invest will not be acquiring pursuant to the Offer a minimum of an aggregate of 5,897,196 Chagala shares, representing approximately 27.8 per cent. of the issued share capital of the Company.
The Company's directors are not making any recommendation to its shareholders (or holders of Depositary Receipts) as to whether or not they should accept the Offer.
The current directors of the Company are to resign following the completion of the Offer and will be replaced by new directors nominated by Realty Invest. In addition, Mr. Francisco Parrilla will resign as Chief Executive Officer of the Company.
A copy of this announcement, the Offer Letter and the related form of acceptance will be made available, subject to certain restrictions relating to persons resident in certain restricted jurisdictions, on the website of the Company at www.chagalagroup.com/investor-relations/investor-presentations from 10 a.m. London time today until the end of the Offer Period. For the avoidance of doubt, the contents of the website referred to above are not incorporated into and do not form part of this announcement.
For more information:
Francisco Parrilla, Chief Executive
Chagala Group Limited + 7 (727) 355 04 84
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.
SHAREHOLDERS ARE ADVISED TO READ 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 IS BEING MADE SOLELY BY MEANS OF THE OFFER LETTER, WHICH CONTAINS 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 THE OFFER LETTER.
The availability of the 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, and the Offer is not being made in compliance with the requirements of, the City Code on Takeovers and Mergers of the United Kingdom.