TIDMCASP
RNS Number : 1048W
Caspian Sunrise plc
10 November 2017
Caspian Sunrise PLC
("Caspian Sunrise" or the "Company")
Shareholding update
Caspian Sunrise (formerly Roxi Petroleum plc), the Central Asian
oil and gas company, with a focus on Kazakhstan, is pleased to
update the market with the following changes in the shareholdings
of the Company.
Introduction
Caspian Sunrise announces that Kuat Oraziman, its CEO and
largest shareholder, has agreed to gift the majority of his Caspian
Sunrise shares to his two adult children, who, following the gifts,
will each be interested in 21.21% of the Company.
Mr Oraziman has also agreed to gift 18 million shares
representing approximately 1.08% to an unrelated individual.
Mr Oraziman, 55, remains CEO and committed the to the success of
the Company. After the gifts he will remain interested in 2.23% of
the Company..
Neither of Mr Oraziman's adult children will be employed by the
Company, there will be no changes to the Caspian Sunrise board or
in the future direction of the Company.
Background
Following the completion of the merger in June 2017 between Roxi
Petroleum PLC ("Roxi") and Baverstock GmbH ("Baverstock") and the
associated conversion of $10.1 million debt to equity at a price of
10p per share, after which the Company was renamed Caspian Sunrise
PLC (together the "Baverstock Merger"), Kuat Oraziman was
interested in 763,706,614 shares representing 45.74 per cent of the
total issued share capital.
Share gifts and resultant holdings
Following the planned gifts noted above Mr Oraziman will be
interested in 37,285,330 shares representing 2.23% of the total
issued share capital.
Ms Aidana Urazimanova, Mr Oraziman's adult daughter, will be
interested in 354,210,642 Caspian Sunrise shares representing
21.21% of the total issued share capital.
Mr Aibek Oraziman, Mr Oraziman's adult on, will be interested in
354,210,642 Caspian Sunrise shares representing 21.21% of the total
issued share capital.
The gifts are part of a planned transfer by Mr Oraziman of
several of his interests and in no way diminish his interest and
ambitions for the Company.
Management continuity
Kuat Oraziman has been the dominant figure in the Company for
the past five years. He has taken the lead in both operational and
funding activities and much of our current success is a result of
his actions.
With the BNG licence renewal agreed and drilling success at both
our BNG shallow and deep prospects, it is reassuring to know Mr
Oraziman will continue to lead the Company for the foreseeable
future, and that his adult children, share his and the board's
vision of the future direction of the Company. Mr Oraziman's adult
children will control between them 42.42 per cent of the issued
share capital and with him 44.65 per cent of the issued share
capital,
In addition to his continuing 2.23 per cent stake in the
Company, Kuat Oraziman remains interested in options over
11,360,670 shares, exercisable at prices between 4p and 65p per
share between now and August 2024.
Consequential changes at Baverstock
To aid transparency following the Baverstock Merger, it was the
intention of the four Baverstock Quota-holders, including Kuat
Oraziman, to split the holdings of Baverstock into four separate
holdings, one for each of the four Baverstock Quota-holders.
Following the planned share gifts by Kuat Oraziman (set out above)
and those planned by Mr Zholdybayev (set out below) it is no longer
necessary to separately identify the shares held by each of the
Baverstock Quota-holders.
Mr Dosbol Zholdybayev intends to remove 87,432,410 shares
representing 5.24 per cent of the issued share capital.
Following the planned share gifts, Baverstock will be interested
in 240,943,848 Caspian Sunrise shares representing 14.43 per cent
of the total issued share capital, of which 195,430,964 shares
representing 11.70 per cent of the total will be beneficially owned
by Dae Han New Pharma Limited.
Shareholder agreement
In connection with the planned share gifts Ms Aidana Urazimova,
Mr Aibek Oraziman and Kuat Oraziman have agreed not to dispose for
12 months of any of the 763,706,614 shares currently owned by Mr
Kuat Oraziman without the consent of the Company's Independent
Directors.
Separately, in a private agreement, the adult children of Mr
Oraziman have agreed not to sell any of the shares to be
transferred for a period of 3 years without his consent and that Mr
Oraziman shall have the right (but not the intention) to re-acquire
the transfer shares at the end of the three-year period.
Shares in Issue
Following the proposed share gifts by Kuat Oraziman noted above,
the total number of shares in issue will remain unchanged at
1,669,673,820 ordinary shares of 1p each, which number may be used
by shareholders in the Company 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 Guidance
and Transparency Rules. The Company does not hold any shares in
treasury.
Comments:
Clive Carver, Executive Chairman said
The planned share gifts are part of wider changes to Mr
Oraziman's investments and in no way indicate any loss of interest
on his part or doubt about the future success of the Company. Quite
the opposite.
The proposed gifts provide stability, which will allow the
management team to run the business to meet both its short-term
objectives and to plan for the medium term.
Following the planned gifts for Caspian Sunrise it will be
business as usual.
Ends
Caspian Sunrise PLC
Clive Carver
Executive Chairman +7 727 375 0202
WH Ireland, Nominated Adviser & Broker
James Joyce
Jessica Cave
James Sinclair-Ford +44 (0) 207 220 1666
Yellow Jersey PR +44 (0) 203 735 8825
Tim Thompson
This information is provided by RNS
The company news service from the London Stock Exchange
END
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