Chagala Group Limited
11 October 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
Unconditional Cash Offer by Realty Invest Holding LLP for Chagala Group Limited:
Results of Offer, Cancellation of Direction Notices and Appointment of Directors
Chagala Group Limited (LSE:CGLO) (the "Company" or "Chagala") announces that the cash offer (the "Offer") made by Realty Invest Holding LLP ("RIH"), a limited liability partnership incorporated in Kazakhstan, for the Company has now closed and has not been extended. Accordingly, the Offer is no longer open for acceptance by holders of either Chagala Shares or Chagala Depositary Interests.
The Board of Chagala announces that valid acceptances of the Offer were tendered in relation to 14,254,951 Chagala Shares (including shares represented by Chagala Depositary Interests), representing in total approximately 67.08 per cent. of the issued share capital of Chagala at the time of the closing of the Offer. Since the Offer was made on an unconditional basis, and since payment has now been made by RIH in relation to all such shares, RIH has now acquired such shares pursuant to the Offer.
The Board of Chagala announces that with effect from 11 October 2018 the direction notices dated 10 June 2016 which were issued by the directors of the Company to certain shareholders of the Company will be cancelled pursuant to Regulation 13.8 of the Company's Articles of Association and in accordance with the terms of the settlement agreement entered into between TIPP Investments PCC, the Company and certain other defendants in relation to the litigation in the British Virgin Islands which was initiated by TIPP.
At the request of RIH, the existing directors have agreed to appoint Mr. Borko Moric and Mr. Bojan Moric as new directors of the Company, with such appointments taking effect from 11 October 2018.
For more information:
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.
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.