Caspian Sunrise: Completes Baverstock Gmbh Merger
Caspian Sunrise, the Central Asian oil and gas company, with a focus on Kazakhstan, is pleased to announce the completion of the merger with Baverstock GmbH, (“Baverstock”).
The final condition of the merger was satisfied this morning being the admittance to trading on AIM of the 651,436,544 merger shares (“Baverstock Merger”) shares.
Additionally the company is pleased to announce the completion of the capitalisation of some $10.1 million of the Vertom loan. Vertom is a company controlled by the Company’s CEO Kuat Oraziman.
Accordingly, under the terms of the Merger Agreement, Caspian Sunrise has issued 651,436,544 new Ordinary Shares to Baverstock. Additionally, a further 80,804,200 Conversion Shares have been issued to Vertom pursuant to the Conversion of Vertom Loan.
Benefits of the Merger
The Caspian Sunrise Group now holds a 99% interest in its principal asset, BNG, which the Caspian Sunrise Board firmly believes should become an extremely valuable asset and 99% interests in its other active asset Munaily.
Previously the funding of the development of BNG was the joint responsibility of Caspian Sunrise and Baverstock on a 59; 41 basis. Following the completion of the Baverstock Merger, Caspian Sunrise can now alone set the pace at which the BNG asset will be exploited.
Other benefits include becoming a materially larger company and the removal of any perceived conflicts of interest connected with the Company’s CEO Kuat Oraziman, who is the largest shareholder in Baverstock.
Additionally, with 99% of the operating assets under the direct control of Caspian Sunrise Group it will be possible to simplify the Group structure and better manage the Group’s taxation affairs.
Benefits of the Debt conversion
The Company is, except for local oil trader short term funding, essentially debt free
Following the completion of the Baverstock Merger and the Vertom debt conversion Baverstock holds 749,436,544 Caspian Sunrise shares representing 44.89% of the enlarged total.
The effective split within Baverstock among the 4 Quota-holders is:
Kuat Oraziman 54.24%
Dae Han New Pharm 30.00%
Dosbol Zholdybayev 13.61%
Cody Star Investment 2.15%
Further improvements in transparency
Under the terms of the Merger Agreement Kuat Oraziman and Dosbol Zholdybayev will, in due course, set up their own structures to individually hold their interests in Baverstock, increasing the transparency of the Caspian Sunrise share register.
Resultant shareholdings in the Company (based on shares held by Baverstock being allocated to the individual Quota-holders)
Kuat Oraziman # 763,706,615 45.74%
Dae Han New Pharm 224,830,963 13.47%
Kairat Satylganov 205,428,656 12.30%
Dosbol Zholdybayev 101,998,314 6.11%
# includes direct holdings, holdings of Vertom and his effective portion of Baverstock
Orderly Markets agreements
Baverstock and Vertom have agreed to enter into an orderly market agreement restricting any disposal of the Consideration Shares and Conversion Shares for a six-month period from the completion of the Merger. Transfers of Consideration Shares to the underlying Baverstock Quota holders (or their nominees) are exempt provided the Baverstock Quota holder enters into an orderly market agreement in like terms.
Total Voting Rights
Following the issue of the Merger Shares and the Vertom Loan Capitalisation shares the total number of Ordinary Shares in issue following is 1,669,673,820.
Caspian Sunrise has no shares in treasury, therefore (subject to any further share issuance prior to Admission) this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
Clive Carver, Chairman of Caspian Sunrise commented:
“The merger brings 99% of our principal asset BNG under the Caspian Sunrise Group’s direct control. We are now free to develop the asset at a pace to suit ourselves.”