Caspian Sunrise PLC 3A Best acquisition update

Caspian Sunrise plc

Caspian Sunrise plc (LON:CASP) have today provided the following update to the market:


On 29 May 2018, Caspian Sunrise announced the conditional acquisition of 3A Best Group JSC, an existing Contract Area of some 1,347 sq km located near the Caspian port city of Aktau, for a consideration of $24 million payable by the issue of 149,253,732 Caspian Sunrise shares issued at a price of 12p per share.

Completion of the Acquisition was dependent upon the satisfaction of a number of post signing conditions. The Acquisition agreement signed in May 2018, specified a long stop date of 31 December 2018, by which time all conditions were due to be met. Caspian Sunrise is pleased to confirm that all the material pre conditions, including the issuance of the new licence have been completed.

It is now the intention of the parties to formally complete the acquisition in early 2019. Accordingly, by a separate agreement dated 9 November 2018, the parties to the Acquisition have extended the long stop date to 30 June 2019.

Related Party Transaction

The signature of the conditional agreement to purchase 3A Best in May 2018 was considered a related party transaction under the AIM Rules by reason of the shareholdings in 3A Best of the family of Kuat Oraziman, the Chief Executive Officer of Caspian Sunrise. Therefore the decision to extend the proposed completion date is also considered to be a separate related party transaction.

The independent directors of the Company in respect of AIM Rule 13, being Clive Carver and Edmund Limerick, consider, having consulted with WH Ireland, that the terms of the extension to the long stop to 30 June 2019 date are fair and reasonable insofar as Shareholders are concerned.

Upon satisfaction of the outstanding conditions Caspian Sunrise plc will issue and seek listing for the new Caspian Sunrise shares once the other conditions for completion have been satisfied.

Following the issue of these consideration shares the total number of shares then in issue would then be 1,818,927,552, of which the family of Kuat Oraziman, would hold 795,457,858 shares representing 43.73%.

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