Lapse and Termination of Capital Raise Transaction

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States or any other jurisdiction, including in or into Canada, Japan, South Africa, Switzerland and Australia or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Lapse and Termination of Capital Raise Transaction

Chagala Group Limited (the “Company” or “Chagala”) announces that its Placing and Open Offer of New Ordinary Shares and potential placing of Additional Placing Shares (the “Capital Raise”) has lapsed as of 8.00 a.m. on 29 September 2016 and accordingly the transaction has been terminated.

Following the order (the “Order”) issued on 22 September 2016 by the Eastern Caribbean Supreme Court in the Commercial Division of the High Court of Justice of the British Virgin Islands (the “Court”) requiring the suspension of the Placing and Open Offer, the Company urgently sought to have a hearing on an appeal of the Order (the “Appeal”) as soon as possible.  As of the date and time of this announcement, a hearing on the Appeal has not yet taken place.

Under the terms and conditions of the Open Offer, in the event that Admission does not take place by 8.00 a.m. on 29 September 2016 or such later time and date as the Company determines (being no later than 8.00 a.m. on 9 October 2016), the Capital Raise will lapse.  The Company has determined that it is not possible for such date and time to be extended in light of the existence of the Order, without further clarification from the Court.  As Admission has not occurred by 8.00 a.m. on 29 September 2016, the Capital Raise has lapsed.

As set out in the terms of the Open Offer, as a result of the lapse of the Capital Raise, application monies that have been received by the Receiving Agent in respect of the Open Offer will be returned to applicants as soon as practicable.

The Company intends to make a further announcement in due course with an update on its current financial position and a discussion of the implications for its financial position of the termination of the Capital Raise transaction.

For more information:

Francisco Parrilla, Chief Executive
Chagala Group Limited + 7 (727) 355 04 84


Chagala Group

Chagala is a service company focused on providing long and short term accommodation solutions to domestic and international oil and gas companies developing Kazakhstan’s largest hydrocarbon discoveries.  With the ownership of hotels, guest houses, serviced apartments, remote site facilities, restaurants and offices in its portfolio, Chagala is well positioned to capitalize on the oil and gas investment being made in Kazakhstan.

Important Notices

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares (and Additional Placing Shares, if any) in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, Canada, Japan, Switzerland or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.

This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States of America.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act.  No public offering of securities is being made in the United States.

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