Zoltav Resources: Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM
Zoltav, 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.
