TIDMZOL
RNS Number : 1141W
Zoltav Resources Inc
20 December 2021
20 December 2021
Zoltav Resources Inc.
("Zoltav" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Tender Offer to purchase Ordinary Shares held by Qualifying
Shareholders
and
Notice of Extraordinary General Meeting
Zoltav (AIM: ZOL), the Russia-focused oil and gas exploration
and production company, announces that a circular (the "Circular")
will be sent today to Shareholders detailing the following
proposals:
-- the cancellation of admission of Zoltav's Ordinary Shares to
trading on AIM (the "De-listing");
-- a Tender Offer under which ARA Capital Holdings Limited will
conditionally offer to purchase 16,762,099 Ordinary Shares held by
Qualifying Shareholders at 25 pence per share; and
-- the extension of the repayment date of the Loan Facility
entered into with ARA Capital Holdings Limited to 28 February
2022.
Additionally, further to the Company's announcement on 29
December 2020 regarding a Share Purchase Agreement between ARA
Capital Holdings Limited and Bandbear Limited (the terms of which
were amended as per the announcement on 8 November 2021), which was
conditional, inter alia, on ARA Capital Holdings Limited obtaining
clearance from the Russian Federal Antimonopoly Service, the
Company has been notified that such clearance has now been
obtained.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Circular.
Both the De-Listing and the Tender Offer are conditional, inter
alia, upon the De-Listing Resolution being passed at the General
Meeting to be held at Sackville House, 40 Piccadilly, London W1J
0DR, United Kingdom at 12.00 p.m. on 19 January 2022. Notice of the
General meeting will also be sent to Shareholders today.
If the Tender Offer does not proceed for any reason, Qualifying
Shareholders will not receive the Tender Offer Price for any of
their Ordinary Shares.
Set out below is further information as to the background to,
and reasons for, the De--Listing, Tender Offer and potential
conversion of the Loan Amount at the Loan Amount Conversion Rate
which, together, comprise the Proposals.
The Circular and Notice of General Meeting can be viewed on the
Company's website at www.zoltav.com.
Background
Zoltav, in its current form, has been listed on AIM since 2011.
The main purpose of the listing was to provide access to capital
for investment in acquiring and developing oil and gas assets
primarily in Russia, and to provide a trading facility for
Shareholders.
Since 2014, the Company's primary operational focus has been the
development of the Bortovoy Licence in Saratov, Russia. During that
time, the perception of investors in the London market towards
junior oil and gas companies, particularly those focused primarily
on Russia, has deteriorated and the Company has been unable to
attract investment or access funding from the public capital
markets. As such, the Company has relied entirely on Russian bank
finance, and the support of its Majority Shareholders who own, in
aggregate, approximately 88 per cent. of the Company.
Zoltav has no significant UK based institutional investors among
its Shareholders and its focus on oil and gas assets solely in
Russia, together with the composition of its share register, mean
that it is unlikely the business will be able to raise finance
through the issue of new shares on AIM, which is one of the primary
reasons for being listed.
Given Zoltav's current ownership structure, the Company has a
limited free float resulting in low liquidity in the Company's
Ordinary Shares. As such, the Company's share price is subject to
high volatility and the AIM listing does not generally provide an
opportunity for the Company's Shareholders to trade in meaningful
volumes. In the event that ARA Capital Holdings Limited elects to
convert the Loan Amount under the Loan Facility pursuant to the
terms of the Loan Facility in full the free float would be expected
to reduce to approximately 8 per cent.
The Directors do not believe these factors are likely to
significantly improve in the foreseeable future.
Notwithstanding this, the Directors have sought to maintain the
Company's listing on AIM to provide a trading facility for
Shareholders for as long as practicable. However, the project
finance facilities entered into by the Company's main operating
subsidiary, Diall Alliance, in October 2021 contain conditions
which restrict intra group transfers and cash outflows from Diall
Alliance to the Company. Without project finance or alternative
sources of capital, Diall Alliance would have been unable to
service its loans beyond the end of 2021.
In light of the restrictions on intra group transfers, and
having explored alternative options to finance the Company, the
Directors have concluded that it is highly unlikely the Company
will be able to maintain its financial obligations with respect to
the Company's AIM quotation on an ongoing basis.
The Directors estimate there are at least US$ 0.5 million per
annum of costs directly associated with the listing. This is
significant given the Company's current financial position and
these funds could be better invested in the development programmes
and production improvements that are the basis for the future of
the business. For the foreseeable future, the considerable cost,
management time and the legal and regulatory obligations associated
with maintaining the Company's admission to trading on AIM are
materially disproportionate to the benefits to the Company,
especially in the context of the small executive team.
For the reasons outlined above, the Board is of the view that
the considerable cost, management time and the legal and regulatory
obligations associated with maintaining the Company's admission to
trading on AIM significantly outweighs the benefits of a public
quotation.
The Board is however mindful that not all Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. Accordingly, the Board approached the Company's
Majority Shareholders, who control in aggregate approximately 88
per cent. of the Company's Ordinary Shares, with regards to
facilitating a Tender Offer to Qualifying Shareholders and ARA
Capital Holdings Limited agreed to make the Tender Offer to
Qualifying Shareholders conditional only on the passing of the
De-Listing Resolution. The Tender Offer provides Qualifying
Shareholders a means to realise their investment in the Company for
cash at 25 pence per Ordinary Share, representing a premium of 11.1
per cent. to the closing share price on the Latest Practicable Date
and a premium of 8.3 per cent. to the thirty-day volume weighted
average closing share price to the Latest Practicable Date.
The Tender Offer will be financed from ARA Capital Holdings
Limited's existing cash resources.
If The Tender Offer is taken up in full, ARA Capital Holdings
Limited will become holder of approximately 22 per cent. of the
Company.
Under the tender offer provisions of Cayman Islands Companies
Act, an acquiror of shares in a Cayman Islands company is entitled
to compulsorily acquire the shares it does not already own if it
has acquired at least 90 per cent. of the shares the subject of the
offer. Under the merger provisions of the Cayman Islands Companies
Act, an acquiror of shares in a Cayman Islands company is, in
certain circumstances, able to compulsorily acquire the shares it
does not already own if it holds at least 90 per cent. of the
issued share capital of the company if a copy of the plan of merger
is given to the remaining shareholders. Assuming ARA Capital
Holdings Limited acquires the relevant amount of Ordinary Shares
necessary to use these procedures, it is anticipated that they may
do so.
Qualifying Shareholders are not obliged to tender all or some of
their Ordinary Shares if they do not wish to do so. If the
Resolutions are approved by the requisite number of Shareholders
and Qualifying Shareholders do not tender their Ordinary Shares
pursuant to the Tender Offer then they will not receive cash for
their Ordinary Shares and the admission of the Ordinary Shares to
trading on AIM will be cancelled. Shareholders will then hold their
Ordinary Shares in an unlisted company. Whilst the Ordinary Shares
will remain freely transferable (subject to the provisions of any
new articles of association that the Company adopts following the
De-Listing), it is likely that the liquidity and marketability of
the Ordinary Shares will, in the future, be even more constrained
than at present and the value of such Ordinary Shares may be
adversely affected as a consequence. It should be noted that
following the De-Listing the Directors do not intend to provide,
seek or support any arrangements whereby the Ordinary Shares can be
bought or sold on a matched bargain basis. Accordingly, interests
in Ordinary Shares are unlikely to be readily capable of sale and,
where a buyer is identified, it will be difficult to place a fair
value on any such sale. Any Shareholders wishing to transfer their
Ordinary Shares following the De-Listing should contact any
Director of the Company at the registered office of the Company and
by email at zoltav@diall.ru.
The Company is also announcing today that the Loan Facility
repayment date is to be extended to the 28 of February 2022. The
Loan Amount is capable of being converted by the holder of the Loan
Facility, ARA Capital Holdings Limited, on serving notice on the
Company that it wishes the Loan Amount to be converted at the Loan
Amount Conversion Rate. The Board is of the view that it is prudent
to include in the Resolutions, to be proposed at the General
Meeting, resolutions one and two that enable the Company to issue
sufficient new Ordinary Shares of up to 54,000,000 new Ordinary
Shares (the exact number of which to be determined upon the date of
conversion by reference to the exchange rate of US dollars to
Sterling, but which shall not exceed the maximum number of
54,000,000) upon conversion of the Loan Amount at the Loan Amount
Conversion Rate in the event that ARA Capital Holdings Limited
elects to convert the Loan Amount. In the event that the Loan
Amount is converted in full at the Loan Amount Conversion Rate and
separate to any of the other Proposals set out in the Circular and
any other acquisition or issue of Ordinary Shares to ARA Capital
Holdings Limited, then ARA Capital Holdings Limited (on conversion
of the full amount of the Loan Amount only) would become the holder
of approximately 35 per cent. of the total Ordinary Shares in issue
and, together with ARA Capital Limited, would hold approximately 63
per cent. of the total issued Ordinary Shares in issue.
Furthermore, if the Loan Amount is converted in full at the
Conversion Rate, ARA Capital Holdings Limited acquires the Ordinary
Shares held by Bandbear Limited and irrespective of whether the
Tender Offer is taken up, ARA Capital Holdings Limited would hold
approximately 63 per cent. of the total issued Ordinary Shares and
together with ARA Capital Limited would hold approximately 91 per
cent. of the issued Ordinary Shares.
Accordingly, the purpose of this announcement and the Circular
is to provide Shareholders with the background to the Proposals, to
seek the requisite approval from Shareholders and to provide
Qualifying Shareholders with information regarding how to
participate in the Tender Offer.
Current Trading and Future Plans
All of the Group's production is currently derived from two
fields (Zhdanovskoye and Karpenskoye) on the Bortovoy Licence,
consisting of 16 gas wells and two oil wells producing via
electrical submersible pumps. The Karpenskoye and Zhdanovskoye
fields are expected to become uneconomical by 2023.
The significant majority of the Group's revenues (approximately
81 per cent.) are derived from gas sold domestically within Russia
to Mezhregiongaz, a Gazprom subsidiary company. The gas prices are
fixed in a contract with Mezhregiongaz and are subject to
indexation. Domestic gas prices are set by the Russian Government,
are reviewed annually according to inflation, and take effect from
1 July each year.
The average gas price realised by the Company in the six months
ended 30 June 2021 was RUB 4,028 per thousand cubic metres. The
last price increase which took effect on 1 July 2021 was 3 per
cent.
Most of the Group's remaining revenue is derived from oil and
condensate sold through a tender process to a small number of
different buyers.
The Company reported average net daily commercial production in
the six months to 30 June 2021 of 29.7 million cubic feet per day
(0.84 million cubic metres per day) of gas and 221 barrels per day
(28.2 tonnes per day) of oil and condensate.
From 1 July 2021 to 30 November 2021 (being the most recent
period prior to the publication of this announcement), the Group's
average net daily commercial production remained in line with the
production for the first six months of 2021.
The Company is planning an expansion of its activities through a
phased commissioning of five new fields: Pavlovskoye - February
2022; Lipovskoye - July 2022; Nepryakhinskoye - March 2023;
Mokrousovskoye - 2028; and West Lipovskoye - 2030.
In order to produce, transport and process gas from these
fields, the expansion project requires the construction of a
206-kilometre gas pipeline, as well as the capacity expansion of
the existing processing plant from 18,540 million cubic feet per
year (525 million cubic metres per year) to 31,783 million cubic
feet per year (900 million cubic metres per year), with this new
annual processing capacity expected to be reached in March
2023.
The total capital expenditure of the expansion project is
estimated at approximately RUB 12.3 billion, including costs
already incurred.
Reasons for the De--Listing
The Board has conducted a review of the benefits and drawbacks
to the Company of retaining its listing on AIM and maintaining its
existing corporate structure. The management team is committed to
continuing to strengthen its business and the Board believes that
the De--Listing is in the best interests of the Company and its
Shareholders as a whole and affords the best opportunity for
enhancing the Company's ability to grow and develop. In reaching
this conclusion, the Board has considered the following key
factors:
-- in the opinion of the Board, the Company is not of a scale to
attract sufficient interest from institutional and other investors
and therefore it is difficult to create a more liquid market for
its shares to effectively or economically utilise its
quotation;
-- the Majority Shareholders together currently hold
approximately 88 per cent. of the Company's voting rights and, as a
result, the free float and liquidity of the Ordinary Shares is
limited;
-- in light of the limited trading in the Ordinary Shares, with
an average daily volume over the past 12 months of approximately
13,520 Ordinary Shares representing 0.0095 per cent. of the current
issued share capital, the costs associated with maintaining the AIM
quotation are considered by the Directors to be disproportionately
high when compared to the benefits, and the Board believes that
these funds could be better utilised;
-- in light of the restrictions on intra group transfers, and
having explored alternative options to finance the Company, it is
highly unlikely the Company will be able to maintain its financial
obligations with respect to the Company's AIM quotation on an
ongoing basis;
-- the Company has been unable to fully utilise its listing on
AIM to issue Ordinary Shares either as consideration or to raise
fresh capital to provide the capital expenditure required to
develop its assets;
-- the management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM is, in the Directors' opinion, disproportionate to the benefits
to the Company; and
-- the Directors also believe that De--Listing will allow the
Company greater flexibility to execute its growth strategy whilst
reducing its cost base.
Effect of De--Listing
The principal effects of the De--Listing will be that:
-- Shareholders will no longer be able to buy and sell Ordinary
Shares through a public stock market, further reducing the
liquidity in the Ordinary Shares;
-- the Company will no longer be required to announce material events, final or interim results;
-- the Company will no longer be required to comply with many of
the corporate governance requirements applicable to companies
traded on AIM;
-- the Company will no longer be subject to the Disclosure and
Transparency Rules and will therefore no longer be required to
disclose major shareholdings in the Company;
-- the Company will no longer be subject to the AIM Rules, with
the consequence that Ordinary Shareholders will no longer be
afforded the protections given by the AIM Rules. Such protections
include a requirement to obtain shareholder approval for reverse
takeovers and fundamental changes in the Company's business and to
announce, inter alia, certain substantial and/or related party
transactions; and
-- the De--Listing may have either positive or negative taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately.
De--Listing Process
Under the AIM Rules, the De--Listing can only be effected by the
Company after securing a special resolution of Shareholders in a
general meeting and the expiry of a period of at least 20 business
days from the date on which notice of the De--Listing is given to
the London Stock Exchange. In addition, a period of at least five
business days following Shareholders' approval of the De--Listing
is required before the De--Listing may become effective. The
De-Listing Resolution seeks the approval of Shareholders for the
De--Listing. Assuming that the De-Listing Resolution is approved,
it is proposed that the De--Listing will take place by 8.00 am on
15 February 2022.
Ordinary Share Dealing Following De--Listing
Following the De--Listing, there will be no market facility for
dealing in the Ordinary Shares, no price will be publicly quoted
for the Ordinary Shares and the transfer of Ordinary Shares will be
subject to the provisions of the Articles. It is anticipated that
the Articles will be amended following the De-Listing and will be
more appropriate for those of a private company whose shares are
not traded on a public market. This is likely to include provisions
that any share transfers require the consent of the Directors. The
Directors also do not intend to provide, seek or support any
arrangements whereby the Ordinary Shares can be bought or sold on a
matched bargain basis. Accordingly, interests in Ordinary Shares
are unlikely to be readily capable of sale and, where a buyer is
identified, it will be difficult to place a fair value on any such
sale. Any Shareholders wishing to transfer their Ordinary Shares
following the De-Listing should contact any Director of the Company
at the registered office of the Company and by email at
zoltav@diall.ru.
The Tender Offer
The Board recognises that not all Shareholders will be able or
willing to continue to own Ordinary Shares following the
De--Listing. Subject to the De-Listing Resolution being passed,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer.
Under the Tender Offer, ARA Capital Holdings Limited will
purchase Ordinary Shares held by Qualifying Shareholders
(representing approximately 12 per cent. of the Company's voting
rights) from Qualifying Shareholders at 25 pence per Ordinary
Share. The Tender Offer Price represents:
-- a premium of 11.1 per cent. over the closing mid--market
price of an Ordinary Share on 17 December 2021, being the Latest
Practicable Date; and
-- a premium of 8.3 per cent. over the thirty-day volume
weighted average closing price of an Ordinary Share on 17 December
2021, being the Latest Practicable Date
The Tender Offer is open to Qualifying Shareholders on the
register of the Company at the Record Date.
The Tender Offer is conditional on the passing of the De-Listing
Resolution at the General Meeting, by the requisite majority (being
the Tender Condition as specified in Part III ("Terms and
Conditions of The Tender Offer")) in the Circular.
All Qualifying Shareholders who are on the Register at the
Record Date are entitled, but not required, to tender some or all
of their Ordinary Shares for purchase by ARA Capital Holdings
Limited, acting as principal, at the Tender Offer Price.
The Tender Offer is to be effected by ARA Capital Holdings
Limited (acting as principal and not as agent, nominee or trustee)
purchasing Ordinary Shares from Qualifying Shareholders.
Qualifying Shareholders may tender some, all, or none of their
holdings pursuant to the Tender Offer. Qualifying Shareholders are
not obliged to tender any Ordinary Shares if they do not wish to do
so. If no action is taken by Qualifying Shareholders, there will be
no change to the number of Ordinary Shares that they hold and they
will receive no cash as a result of the Tender Offer. A maximum of
16,762,099 Ordinary Shares (representing approximately 12 per cent.
of the issued ordinary share capital of the Company) may be
purchased under the Tender Offer, for a maximum aggregate cash
consideration at the Tender Offer Price of approximately GBP4.2
million.
Qualifying Shareholders who elect not to tender their holdings
pursuant to the Tender Offer will, on completion of the
De--Listing, hold Ordinary Shares in an unquoted company. As set
out above, there will be no market facility for dealing in the
Ordinary Shares, no price will be publicly quoted for the Ordinary
Shares and the transfer of Ordinary Shares will be subject to the
provisions of the Articles. It is anticipated that the Articles
will be amended following the De-Listing and will be more
appropriate for those of a private company whose shares are not
traded on a public market. This is likely to include provisions
that any share transfers require the consent of the Directors. The
Directors also do not intend to provide, seek or support any
arrangements whereby the Ordinary Shares can be bought or sold on a
matched bargain basis. Accordingly, interests in Ordinary Shares
are unlikely to be readily capable of sale and, where a buyer is
identified, it will be difficult to place a fair value on any such
sale. Any Shareholders wishing to transfer their Ordinary Shares
following the De-Listing should contact any Director of the Company
at the registered office of the Company and by email at
zoltav@diall.ru.
The attention of Qualifying Shareholders who are citizens or
nationals of or resident in jurisdictions outside the United
Kingdom and who wish to participate in the Tender Offer is drawn to
paragraph 3 in Part III of the Circular. The Tender Offer is not
being made, directly or indirectly, in or into any Restricted
Jurisdiction.
The Tender Offer will open on 20 December 2021 (unless such date
is altered) and tenders must not be submitted before that date. The
Tender Offer will close at 1.00 p.m. on 31 January 2022.
Full details of the Tender Offer are set out in Part III of the
Circular.
Circumstances in which the Tender Offer may not proceed
There can be no guarantee that the Tender Offer will take place.
The Tender Offer is conditional on the passing of the De-Listing
Resolution at the General Meeting by the requisite majority.
If the Tender Offer does not occur because the Tender Offer
Condition is not satisfied, Qualifying Shareholders will not
receive the Tender Offer Price for each of their Ordinary Shares
and will not be able to achieve an exit at that stage from their
investment in the Company.
Major Shareholders
The major Shareholders of the Company are supportive of the
Proposals set out in this Document that the Company is
undertaking.
Intentions of the Majority Shareholders following the Tender
Offer and De--Listing
The Majority Shareholders have confirmed to the Company that
they are not proposing, following completion of the Tender Offer
and De-Listing, to seek any changes to the general nature or any
other aspect of the Company's business or strategy.
The Majority Shareholders have also confirmed that they have no
intention of making any significant changes in respect of any of
the following:
-- the future of the Company's (and the Company's subsidiaries') businesses;
-- the location of the Company's (and the Company's
subsidiaries') places of business, headquarters and headquarters'
functions, beyond continuation of the offshoring of certain head
office functions that is currently underway;
-- the continued employment of the Company's employees and
management, including any material change in conditions of
employment;
-- employer contributions into the Company's pension schemes,
the accrual of benefits for existing members and the admission of
new members; and
-- the deployment of the fixed assets of the Company (or any of its subsidiaries).
Under the current circumstances and notwithstanding any increase
in the Majority Shareholders' holdings of Ordinary Shares, the
Directors confirm that it is intended to continue to conduct the
business of the Company in the same manner as it is currently
conducted. It is possible that, in order to streamline the
corporate structure of the Group and optimise tax payments, the
Company may consider to redomicile to the Russian Federation in a
few years' time, however no decision has been made by the Board on
this matter as at the date of this announcement.
Corporate Governance
Following completion of the De--Listing, the Company does not
intend to continue to comply with the QCA Corporate Governance
Code.
The Company will also continue to communicate information about
the Company to its Shareholders as required by law and the Company
will continue to hold annual general meetings. The Company will
also adopt new articles of association that are suitable for a
private company whose shares are not traded on a public market.
This is likely to include provisions that any share transfers
require the consent of the Directors.
Cash Confirmation
The maximum cash consideration payable should all Qualifying
Shareholders tender all of their Ordinary Shares in the Tender
Offer at the Tender Offer Price is approximately GBP4.2 million
which will be funded from ARA Capital Holdings Limited existing
cash resources.
Proposals to be voted on at the General Meeting
For the purposes of effecting the Proposals the Resolutions will
be proposed at the General Meeting, to be held at Sackville House,
40 Piccadilly, London W1J 0DR, United Kingdom at 12.00 p.m. on 19
January 2022. All of the Resolutions will be voted on by way of a
poll vote at the General Meeting. The full texts of the Resolutions
are set out in that notice, but set out below is a summary of the
Resolutions which will be proposed at the General Meeting:
-- an authorisation for the Company to allot new Ordinary Shares
in the event that ARA Capital Holdings Limited notifies the Company
that it intends to convert the Loan Amount at the Loan Amount
Conversion Rate;
-- that following receipt by the Company of any notice from ARA
Capital Holdings Limited that the Loan Amount is to be converted at
the Loan Amount Conversion Rate, and conditional on the first
Resolution having been passed, the Company is given the authority
to issue such number of Ordinary Shares as are required to convert
the Loan Amount at the Loan Amount Conversion Rate outside of the
pre--emption rights that are set out in the Company's Articles to
enable the Company to capitalise the Loan; and
-- that, in accordance with Rule 41 of the AIM Rules, the De-Listing is approved.
Recommendations by the Board
As referenced above, the Company is not of a scale to attract
sufficient interest from institutional and other investors and
therefore it is difficult to create a more liquid market for its
Ordinary Shares to effectively or economically utilise its
quotation. Furthermore, the Company has been unable to fully
utilise its listing on AIM to issue Ordinary Shares either as
consideration or to raise fresh capital to execute acquisitions.
The Directors also believe that De--Listing will allow the Company
greater flexibility to execute its strategy whilst reducing its
cost base. As such, the Board believes that the De--Listing is in
the best interests of its Shareholders as a whole. The Directors
unanimously recommend that you vote in favour of the
De--Listing.
The Directors believe that the following points should be taken
into account by Qualifying Shareholders when considering whether to
retain their Ordinary Shares or accept the Tender Offer.
The price of the Tender Offer represents a premium of 11.1 per
cent. to the Company's closing share price on 17 December 2021
(being the Latest Practicable Date) and a premium of approximately
8.3 per cent. to the Company's thirty-day volume weighted average
share price of 23.08 pence to the Latest Practicable Date.
Upon De--Listing, the Company would no longer be subject to, and
its Shareholders would consequently lose the protections afforded
by, certain corporate governance regulations which apply to the
Company currently. In particular, the Company would no longer be
subject to the AIM Rules.
There can be no guarantee that, after the Tender Offer closes at
1.00 p.m. on 31 January 2022, the Board, or any other third party,
would be prepared to make a subsequent tender offer to acquire any
Ordinary Shares, or that one or more of the Majority Shareholders
would be prepared to make any offer to acquire any Ordinary Shares
in which they do not already have an interest. Nor can there be any
guarantee as to the price of any such tender offer by the Company,
any other third party, or potential offer by one or more of the
Majority Shareholders.
Accordingly, any Qualifying Shareholder who does not accept the
Tender Offer may find it difficult to sell their Ordinary Shares
after the Tender Offer closes and the De--Listing takes effect, may
not receive regular information from the Company, would not benefit
from regulatory compliance with governance procedures, nor enjoy
the protections afforded by the AIM Rules. Furthermore, there is no
guarantee that the Company or any other purchaser would be willing
to buy Ordinary Shares after the Tender Offer has closed and, if
they were, any price offered might not reflect the underlying value
of the Company's assets. Any Shareholders wishing to transfer their
Ordinary Shares following the De-Listing should contact any
Director of the Company Secretary at the registered office of the
Company and by email at zoltav@diall.ru.
Qualifying Shareholders who anticipate greater value in the
Ordinary Shares whilst recognising and being willing to accept the
risks associated with remaining as a minority investor in an
unlisted company controlled by the Majority Shareholders may wish
not to accept the Tender Offer and to remain as minority
Shareholders of a private company.
In the opinion of the Directors, Qualifying Shareholders should
carefully consider their own individual circumstances in deciding
whether or not to accept the Tender Offer. In the absence of any
immediate prospect to sell their Ordinary Shares once the Tender
Offer closes and the De--Listing has occurred, Qualifying
Shareholders should balance their desire for a cash realisation now
or in the immediate foreseeable future, against the uncertain
future of remaining a holder of a private company, with the
concurrent lack of transparency and protections that this affords
them.
The Directors, who have been so advised by SP Angel as to the
financial terms of the Tender Offer, consider the terms of the
Tender Offer to be fair and reasonable. In providing advice to the
Directors, SP Angel has taken into account the commercial
assessments of the Directors. Accordingly, the Directors
unanimously recommend that Qualifying Shareholders tender, or
procure the tender, of their Ordinary Shares in the Tender
Offer.
Notwithstanding the Directors' recommendation above, Qualifying
Shareholders should only make a decision as to whether to tender
all or any of their Ordinary Shares based on, among other things,
their view of the Company's prospects and their own individual
circumstances, including their tax position and are recommended to
seek advice from their duly authorised independent advisers.
If Qualifying Shareholders are in any doubt about the action
that they wish to take in respect of the Tender Offer, they should
consult an independent financial adviser without delay.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of proposed De--Listing and Tender 20 December 2021
Offer, posting of the Circular, Proxy Form
and Tender Form to Qualifying Shareholders
Latest date for receipt of Proxy Form (to 12.00 p.m. on
be received no later than 48 hours before 17 January 2022
the General Meeting)
General Meeting(1) 12.00 p.m. on
19 January 2022
Announcement of results of the General Meeting 20 January 2022
Latest time and date for receipt of Tender 1.00 p.m. on 31
Forms and TTE Instructions in relation to January 2022
the Tender Offer (i.e. close of Tender Offer)
Closing Date 1.00 p.m. on 31
January 2022
Record Date for Tender Offer 6.00 p.m. on 31
January 2022
Announcement of results of the Tender Offer 1 February 2022
CREST accounts credited in respect of Tender by 14 February
Offer proceeds for uncertificated Ordinary 2022
Shares
Cheques despatched in respect of Tender Offer by 14 February
proceeds for certificated Ordinary Shares 2022
Despatch of share certificates in respect by 14 February
of any revised holdings of Ordinary Shares 2022
following the Tender Offer, and any Ordinary
Shares held in CREST not tendered pursuant
to the Tender Offer
Earliest date for De--Listing (Cancellation 8.00 a.m. on 15
of admission of Ordinary Shares from AIM) February 2022
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
All times are references to London time.
All events in the above timetable following the General Meeting
are conditional, inter alia, upon the approval of the Resolutions.
The De--Listing requires the approval of not less than 75 per cent.
of the votes cast by Shareholders at the General Meeting.
Notes
1. The timetable assumes that there is no adjournment of the
General Meeting. If there is an adjournment of the General Meeting,
all subsequent dates are likely to be later than those shown.
2. Settlement of the consideration to which any Qualifying
Shareholder is entitled pursuant to valid and complete in all
respects tenders accepted by ARA Capital Holdings Limited will be
made within 14 days of the date of the announcement of the results
of the Tender Offer.
Enquiries:
Zoltav Resources Inc. Tel. +44 (0)20 7390
0234
Lea Verny, Non-executive Chairman (via Vigo Consulting)
SP Angel Corporate Finance LLP (Nomad Tel. +44 (0)20 3470
and Broker) 0470
Jeff Keating / Adam Cowl
Vigo Consulting Tel. +44 (0)20 7390
Ben Simons / Charlie Neish 0234
Market Abuse Regulation (MAR) Disclosure
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constitute inside information as stipulated under the Market Abuse
Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law
by the European Union (Withdrawal) Act 2018. Upon the publication
of this announcement, this inside information is now considered to
be in the public domain.
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END
TENDKCBNPBDDOBD
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