Statement re FIRST DAY OF TRADING
CASPIAN MINERALS PLC
FIRST DAY OF TRADING
The Directors of Caspian Minerals plc ("Caspian" or "the Company") are pleased
to announce that the Company's Global Depository Receipts (GDRs), representing
10 shares of 0.1 US cents each have today, 16 February 2009, been admitted for
trading on the PLUS - quoted market.
ADMISSION DETAILS
Securities 100,000 Global Depository Receipts (GDRs, each
representing 10 ordinary shares)
Admission price of GDRs US$ 10.00 (740 pence at an exchange rate of $1.35)
GDRs in issue: 100,000
Sector classification: Investment Company
Principal activities: Investment in Resources in the CIS
Corporate adviser: Axiom Capital Ltd ("Axiom")
BACKGROUND
The Company was formed on 27 March 2008. It has been established as an
Investment Vehicle to invest in the acquisition of mining or oil production
processing facilities and resources. Whilst the initial focus will be on
opportunities in the CIS, the Directors will consider other geographic
territories.
Outline business strategy
The Company plans to make investments in the mining and oil and gas production
and processing facilities and resource sectors. These investments may be at
different levels in the extraction, processing and distribution supply chain.
Financial, 15% or less; significant minority, 15% -50%; or controlling, 50% plus
up to 100% ownership, will be considered on the merits and availability of each
investment.
Whilst investments, once made, will usually be long term, the Directors do not
preclude any opportunity for early sale of an investment for strategic or
commercial reasons.
Licences may have to be obtained for certain of the mining or oil and gas
resources extraction investments and these may be joint ventured with government
or other parties.
If any investments are significant in the development of the Company's
investment strategy it is possible that they will constitute a reverse takeover
of the Company under the PLUS Rules. However substantive information will be
provided to Shareholders and the market at the time of any investments being
made by the Company.
DIRECTORS
Alessandro Manghi, 47, Chairman
Mr Manghi is Chairman of Kazakhstan Kagazy PLC (fully listed on the London Stock
Exchange since July 2007) has been a Director of companies within the Kazakhstan
Kagazy Group since 2005. Mr. Manghi has over twelve years of finance and
investment experience in Kazakhstan and other emerging markets. Prior to joining
our company, Mr. Manghi was the Chief Financial Officer of a London-based
insurance management group that was active in Central Asia, the Caucasus and
Eastern Europe. Between 1998 and 2001, Mr. Manghi was Senior Investment Manager
at EBRD Eagle Kazakhstan, where he held the positions of Chairman of the Board
of Directors of JSC Arna (part of Kazakhstan's largest private fixed-line and
satellite telecoms operator), Rainbow Paint JSC (a paint production company),
and Bauta LLP (a water desalination and packaging joint venture). Mr. Manghi was
also a member of the Board of Directors of Spectrum LLP. He has several years of
audit and transaction support experience with Price Waterhouse and Barents
Group. Mr. Manghi is a qualified Chartered Accountant and a member of the
Institute of Chartered Accountants in England and Wales. He will vary his time
commitment with the requirements of the business.
Shynar Dikhanbayeva, 34, Director
Ms Dikhanbayeva has served as Finance Director of Kazakhstan Kagazy JSC since
2001. Prior to that time, she was Finance Director at Seimar Investment Group, a
Kazakh investment company. Ms. Dikhanbayeva is a Certified Accountant and member
of the Kazakhstan Professional Accounting Association. She holds a Bachelor's
Degree from Kazakhstan State Management Academy. She will vary her time
commitment with the requirements of the business.
Thomas Johnson, 72, Independent Non-Executive Director
Mr Johnson has also been an independent non-executive Director of Kazakhstan
Kagazy PLC since early 2007. He is a consultant with Denton Wilde Sapte, an
international law firm, and has been advising clients on Central Asian matters
since 1993, with a focus on banking and finance matters as well as real estate,
construction and electricity. Prior to moving to Almaty in 1993, Mr. Johnson
practised banking and finance law in New York and London. Mr. Johnson has a law
degree from Harvard Law School. He now resides in England.
The directorships of the Directors currently held and held over the 5 years
preceding the date of this document (other than of the Company) are as follows:
Director Current Directorship Past Directorship
Alessandro Manghi Kazakhstan Kagazy plc Londongate Reinsurance Company SA
Pleco Limited
Oreo Limited
Shynar Dikhanbayeva Kazakhstan Kagazy JSC
Caspian Minerals LLP
Barnard Commercial SA
Thomas Johnson Kazakhstan Kagazy plc London Hotel Management Limited
Crestfield Development
Limited
SUBSTANTIAL SHAREHOLDINGS
The Directors currently hold no shares.
The current shareholders are Caspian Minerals I Settlement ("CM I Trust"),
Caspian Minerals II Settlement ("CM II Trust") and David Sturt.
45% of the Shares are held by Rysaffe, as trustee of the CM I Trust, an
irrevocable discretionary trust settled by Maksat Arip for the benefit of him
and his family. Until recently he was a director and the chief executive officer
of Kazakhstan Kagazy PLC. He has been a director of Kazakhstan Kagazy JSC since
2003. Mr. Arip was, between 2000 and 2003, the First Deputy to the Director
General of KazTransCom JSC. From 1999 to 2000, he served as the Finance Director
of Spectrum LLP. Mr. Arip has also held senior positions with the Tumar
Insurance Company and the Kyz-Zhibek Investment Fund. Mr. Arip holds a Master of
Business Administration from the International Academy of Business in Almaty and
a law degree from the Kunayev Humanities University;
45% of the Shares are held by Rysaffe, as trustee of the CM II Trust, an
irrevocable discretionary trust settled by Baglan Zhunussov for the benefit of
him and his family. Until recently he was a director and the executive chairman
of Kazakhstan Kagazy PLC. He has been a director of Kazakhstan Kagazy JSC since
2004. From 2003 to 2004, Mr. Zhunussov was the Managing Director of Halyk Bank
JSC. Prior to that time, from 2000 to 2003, he was President of KazTransCom JSC,
the telecoms arm of state-owned oil and gas firm KazMunaiGaz. Mr. Zhunussov was
the General Director of Spectrum LLP, a Kazakh-American mobile communications
joint venture and an EBRD investee company, from 1996 to 2000. Mr. Zhunussov
holds a Master of Business Administration from the International Academy of
Business in Almaty; and
10% of the Shares are held by David Sturt, who acts as an investment adviser.
David Sturt has over 20 years of international exploration and production oil
company experience having worked on projects in Europe, Africa, the former
Soviet Union and South East Asia. He previously held the position of CEO,
Kausar Oil and Gas where he was responsible for building an exploration and
production company with assets in the Komi and West Siberian regions of Russia.
Before joining Kausar he worked as Director of G&G for PetroKazkahstan based in
Kazakhstan. He has also worked for Amerada Hess, Dragon Oil, Sun International
and Conoco. Mr Sturt holds a Masters Degree in Exploration Geophysics from
Leeds University and a BSc degree in Earth Sciences from Kingston Polytechnic.
Rysaffe, the trustee of CM I Trust and CM II Trust, has appointed Mr Andrew
Cleeton, the sole director of the Rysaffe, to be the representative of CM I
Trust and CM II Trust with discretion to exercise the voting power of both
trusts at shareholder meetings.
David Sturt has entered into an agreement with Maksat Arip and Baglan Zhunussov
dated 26 January 2009 whereby David Sturt agreed with Mr Arip and Mr Zhunussov
that:
· he will only exercise or sell his Founder Warrants to the extent that such
exercise is proportionate to any exercise of Founder Warrants by Rysaffe;
· he will only exercise or sell his Founder Warrants with the prior approval
of Mr Arip and Mr Zhunussov;
· any Shares or GDRs held by Mr Sturt will be sold proportionately to any
sale of Shares or GDRs by Rysaffe and subject to the prior approval of Mr
Arip and Mr Zhunussov.
LOCK IN ARRANGEMENTS
On the start of trading of the GDRs on the PLUS Market, the Shareholders will be
interested in all the issued share capital of the Company. Each of the
Shareholders has undertaken that, subject to the liquidity arrangements below
and save in limited circumstances or otherwise with the prior written consent of
Axiom, they will not during a period of twelve months from start of trading on
the PLUS Market, dispose of any interest in Shares and GDRs held by them or any
interest in Warrants held by them.
LIQUIDITY ARRANGEMENT
In order to provide liquidity to the market, Axiom has consented and CM I Trust,
CM II Trust and David Sturt have respectively agreed to lodge with their
brokers, 2,250, 2,250 and 500 GDRs to enable these to be sold to meet market
demand.
REASONS FOR ADMISSION
The Directors believe that the profile of the Company will be significantly
enhanced by its position as a company whose GDRs are traded on the PLUS Market.
The Directors believe that the benefits of Admission to PLUS include:
· the ability to raise further funds in the future, either to enable a
proposed acquisition or investment to be completed and/or to raise
additional working capital or development capital for the Company once the
acquisition or investment has been completed;
· the ability to attract and incentivise high calibre directors and employees
by offering options over shares, which may become GDRs. The Directors
consider that the ability to grant options over publicly traded shares or
GDRs is potentially more attractive to directors and employees than the
grant of optionsover unquoted shares; and
· the ability to enter into negotiations with vendors of businesses or
companies, to whom the issue of publicly traded shares as consideration is
potentially more attractive than the issue of shares in an equivalent
private company for which no market exists.
SHARES AND WARRANTS
The Company has 1,000,000 shares in issue, represented by 100,000 GDRs. It has
issued 20,000,000 Founder Warrants at an exercise price of $1.00 per share which
on full exercise will raise $20,000,000 by the issue of 20,000,000 Shares
(equivalent to 2,000,000 GDRs). The Warrants must be exercised within 2 years of
Admission.
MARKETABILITY OF GDRs AND PLUS
Any individual wishing to buy or sell GDRs, which are traded on the PLUS Market,
must trade through a stockbroker (being a member of PLUS and regulated by the
Financial Services Authority) as the market's facilities are not available
directly to the public. The Deposit Agreement provides two types of GDR, those
issued as Regulation S GDRs and those issued as Rule 144A GDRs. No Rule 144A
GDRs have been issued but these would be GDRs sold into the United States,
without a requirement to register the underlying Shares with the US Securities
and Exchange Commission ("SEC"). In the United States, pursuant to Rule 144A of
the Securities Act, only Qualified Institutional Buyers are allowed to
participate in any offering.
The Regulation S GDRs are to be traded and held outside the United States and
are, similarly, not subject to any registration requirements with the SEC.
An explanation of the terms and conditions of the GDRs and the basis on which
they can be traded are set out in Part V of the Admission Document. The Shares
are currently not intended to be separately traded on the PLUS Market. There are
no Rule 144A GDRs in issue at present.
DEALING ARRANGEMENTS AND SETTLEMENT
The GDRs are eligible for trading through Euroclear, but are not eligible for
settlement in CREST and will not be admitted to CREST directly. However, the
Company has established arrangements which will enable investors to receive
their interest in the Company via the CREST International Links Service and to
be issued with CDIs. CDIs are dematerialised depository interests which will
represent entitlements to GDRs and are independent securities constituted under
English law which may be held and transferred through the CREST system. The
CDIs will have the same security code (ISIN) as the underlying GDRs and will not
require a separate admission to trading on PLUS Markets.
In order to enable investors to hold their GDRs through CDIs, the relevant GDRs
will be transferred to and registered in the name of a wholly owned subsidiary
of Euroclear, which will hold them on trust. CREST Depository Limited will then
issue CDIs representing entitlement to the GDRs. CDI holders will not be the
legal owners of the GDRs to which they are entitled. As Euroclear maintains a
list of the CDI holders, it may be possible for the Company and/or the
Depository to provide CDI holders with the same information as the legal owners
of the GDRs; for the Depository to take into account the voting instructions of
CDI holders in exercising the votes attaching to the underlying Shares at
general meetings of the Company, subject to applicable law and the Articles, and
for holders of CDIs to have dividends paid to them direct. However, this cannot
be guaranteed.
RISK FACTORS
In addition to the other relevant information set out in this document, the
following specific factors should be considered carefully in evaluating whether
to make an investment in the Company. This list is not exhaustive, nor is it an
explanation of all the risk factors involved in investing in the Company and nor
are they set out in any order of priority. Any one or more of these risks could
have a material adverse effect on the value of any investment in the Company and
the business, financial position or operating results of the Company and should
be taken into account in assessing the Company's activities. If you are in any
doubt about the action you should take, you should consult a professional
adviser authorised under FSMA who specialises in advising on the acquisition of
shares and other securities.
The risks noted below do not necessarily comprise all those faced by the Company
and are not intended to be presented in any assumed order of priority.
Liquidity of Shares and GDRs and volatility of their price
Prospective investors should be aware that the value of any investment in the
Company may go down as well as up. Investors may therefore realise less than
their original investment and could lose their entire investment. Furthermore,
an investment in a share that is traded on PLUS is likely to carry a higher risk
than an investment in a share quoted on the Official List. The market value of
an investment in the Company may not necessarily accurately reflect its
underlying value. Even if the Shares or GDRs are traded PLUS-quoted securities,
this should not be taken as implying that there will be a liquid market in the
Shares or GDRs. Application will only be made for the GDRs to be traded. An
investment in the Shares or GDRs may thus be difficult to realise. Investors may
therefore realise less than their original investment, or sustain a total loss
of their investment.
The market for shares in smaller companies is less liquid than for larger
companies. The Shares or GDRs may not be suitable as a short-term investment.
Consequently, the Shares or GDRs may be difficult to buy and sell and the price
may be subject to greater fluctuations than in respect of the shares of larger
companies. Investors may therefore not be able to realise their original
investment.
There can be no guarantee that the Company will achieve its investment
objectives as anticipated or that its investments will achieve returns to
justify the initial valuation, or that the Shares or GDRs will be able to
achieve a higher valuation in the future, or if achieved, that such valuation
will in fact be maintained.
Realisation of Investment
Prospective investors should be aware that the Shares and GDRs are not presently
traded on a recognised investment exchange or a market regulated by a recognised
investment exchange. As such, it may become difficult for an investor in the
Company to realise his/her investment or to obtain reliable information about
either the value of an investment in the Company or the extent of the risks to
which an investment in the Company may be exposed.
The Shares and GDRs are not included in the Official List and not admitted to
trading on a "recognised stock exchange" (which does not include the PLUS-quoted
Market). Notwithstanding the fact that an application will be made for the GDRs
to be admitted to the PLUS-quoted Market, there is no assurance that an active
trading market for the GDRs will develop or, if developed, be sustained
following their admission to the PLUS-quoted Market. If an active trading market
is not developed or maintained, the liquidity and trading price of the GDRs
could be adversely affected. In addition, there is no guarantee that the
Company's application to PLUS Markets plc for its GDRs to be traded will be
successful. Acceptance of the Company's application to, and continued admission
to trading on the PLUS-quoted market are entirely at the discretion of PLUS
Markets plc.
Continued Listing on PLUS is entirely at the Discretion of PLUS Markets Group
plc
PLUS-quoted securities are not listed on AIM or the Official List. Consequently,
it may be more difficult for an investor to sell his or her GDRs and he or she
may receive less than the amount paid. The market price of the GDRs may not
reflect the underlying value of the Company's net assets or operations. Any
changes to the regulatory environment, in particular the PLUS Rules regarding
companies such as the Company, could for example, affect the ability of the
Company to maintain a trading facility on PLUS.
Working Capital Requirements
The Directors consider that the Company will have adequate working capital to
implement its current business plan for 12 months from the date of Admission.
The operational performance of the Company may require more working capital than
is envisaged. The Company may be presented with investment opportunities which
may require funds beyond those provided for in the assumptions in its present
business plan. This may give rise to the need or the opportunity to raise
additional capital. Any additional equity financing may be dilutive to
Shareholders.
Dividends
There is no certainty that the Company will generate sufficient after tax
profits to be able to pay a dividend and it is not the Company's current
intention to pay dividends.
Dilution Risk
20,000,000 Founder Warrants have been issued at an exercise price of $1.00 per
Share which on full exercise will raise $20,000,000 by the issue of 20,000,000
Shares (equivalent to 2,000,000 GDRs).
Suitability
An investment in the Company involves a high degree of risk and may not be
suitable for all recipients of this document. Prospective investors are advised
to consult a person authorised by the Financial Services Authority before making
their decision and are reminded that the price at which investors may realise
their GDRs and the timing of any disposal of them may be influenced by a large
number of factors, some specific to the Company and its proposed operations, and
some which may affect the sector in which the Company plans to operate and
generally. These factors could include the performance of the Company's
operations, large purchases or sales of GDRs, liquidity or absence of liquidity
in the GDRs, legislative or regulatory changes relating to the business of the
Company and general economic conditions. The value of GDRs can go down as well
as up, and an investment in a GDR which is to be quoted on PLUS is likely to be
less realisable and to carry a higher degree of risk than an investment in a
share quoted on the Official List or AIM. Accordingly, investors may not recover
the whole of their investment or could lose all of their investment.
Dependence on Key Personnel
The Company's ability to be successful and profitable depends to a significant
extent on the continued service of its Directors. The loss of service of one or
more of these key officers or employees could materially and adversely affect
the Company's business and prospects. The Directors believe that the growth and
future success of the Company's business will depend in large part on the
Company's continued ability to attract, motivate and retain highly-skilled
personnel. The Company may not be successful in doing so as the competition for
qualified personnel in the sector of the Company's operations is intense.
Takeover Panel
The City Code on Takeovers and Mergers ("the Code") will not apply to the
Company and the protections afforded to investors by the Code will not apply.
RISKS ASSOCIATED WITH THE BUSINESS
The Directors consider that the most significant operational risks faced by the
Company (including any operating investments in this review of risk factors)
are:
Mining and Resource Risks
The business of investing in companies in exploration for and extraction of
minerals, oil and gas involves a high degree of risk. Few properties that are
explored are ultimately developed into producing reserves. Mineral deposits and
oil and gas reserves assessed by the Company may not contain economically
recoverable volumes of resources. Should any reserves contain economically
recoverable resources then delays in the construction and commissioning of
resource projects or other technical difficulties may result in any projected
target dates for production being delayed or further capital expenditure being
required.
The operations of the Company's investments may be disrupted by a variety of
risks and hazards which are beyond the control of the Company, including
geological, geotechnical and seismic factors, environmental hazards, industrial
accidents, occupational and health hazards, technical failures, employment
disputes, unusual or unexpected rock or sedimentary formations, flooding and
extended interruptions due to inclement or hazardous weather conditions,
explosions and other acts of God. These risks and hazards could also result in
damage to, or destruction of, production facilities, personal injury,
environmental damage, business interruption, monetary losses and possible legal
liability.
No assurance can be given that the Company's investments will be able to obtain
insurance coverage at reasonable rates (or at all), or that any coverage it
obtains will be adequate and available to cover any such claims.
The occurrence of any of these hazards could delay activities of the Company's
investments and/or result in liability. The Company and its investments may
become subject to liability for pollution or other hazards against which it has
not insured or cannot insure, including those of past activities for which it
was not responsible.
Mineral, oil and gas exploration is highly speculative in nature, involves many
risks and is frequently unsuccessful. There can be no assurance that any
resources discovered will result in proven reserves being attributed to the
Company's investments. If reserves are developed, it can take a number of years
until production is possible, during which time the economic feasibility of
production may change.
Volatility of mineral, oil and gas prices
Mineral, oil and gas prices have displayed wide ranges and are affected by
numerous factors over which the Company has no control. These include world
production levels, international economic trends, currency exchange
fluctuations, expectation for inflation, speculative activity, consumption
patterns and global or regional political events.
Government regulations, processing licences and commercial agreements
Governmental approvals, licences and permits are, as a practical matter, subject
to the discretion of the applicable governments or governmental offices. The
Company and its investments must comply with existing standards, laws and
regulations that may entail greater or lesser costs and delays, depending on the
nature of the activity to be permitted and the permitting authority. New laws
and regulations, amendments to existing laws and regulations, or more stringent
enforcement or re-interpretation of existing laws and regulations, could have a
material adverse impact on the Company's investments' results of operations and
financial condition.
The Company's investments' intended production activities will be dependent on
the grant and maintenance of appropriate licences, concessions, leases, permits
and regulatory consents, and on commercial agreements, which could subsequently
be withdrawn or made subject to limitations or subject to breach or other
restrictions. There can be no assurance that they will be maintained or renewed,
or if so, on what terms.
Operating History
The Company does not have an established trading record. The Company has not
earned profits to date and unless sufficient production is achieved by its
investments, when made, there is no assurance that it will do so in the future.
Significant capital investment is required to achieve commercial production and
there can be no assurance that the Company and its investments will have
sufficient financial resources or be able to raise further capital on acceptable
terms.
Currency Risk
Currency fluctuations may affect the cash flow that the Company's investments
may realise from their operations as mineral, oil and gas production is usually
sold in the world market in US Dollars. Much of the Company's investments' costs
are likely to be denominated in other currencies. Fluctuations in exchange rates
between currencies in which they operate and in which it reports may cause
fluctuations in its financial results which are not necessarily related to their
underlying operations.
Political Risks
Existing political conditions are subject to the introduction of new
legislation, amendments to existing legislation by governments or the
interpretation of those laws by governments which could impact adversely on the
assets, operations and ultimate financial performance of the Company and its
investments.
Lack of political stability, changes in political attitudes and changes to
government regulations relating to foreign investment and mining are beyond the
control of the Company and may adversely affect its business and its
investments.
Operations may be affected to varying degrees by government regulation with
respect to restrictions on various areas, including production, employment
costs, price controls, income taxes, expropriation of property, environmental
legislation and mine safety.
General Risks Relating to our Business
No Operating History
Although members of our management team have significant experience in
investment, no investments have yet been made by the Company. As a result,
prospective investors will have limited historical information available to them
with which to evaluate our business, making it more difficult to identify its
long-term trends and developments. In evaluating our future performance and
prospects, investors should consider the risks, expenses, uncertainties and
obstacles that we may face in implementing our strategy and in conducting our
current and planned business activities.
Assumptions
Our current development plans and objectives reflect our management's views with
respect to the industries and countries in which we propose to operate and
include important assumptions with respect to future events.
Competition
We are likely to face strong competition in our chosen business sectors. Some
of our competitors will have greater financial and operational resources than
us. New competitors and changes in the competitive environment may increase
competitive pressures or reduce market prices for our products and services and
the investment opportunities in them.
Uninsured Losses
Local laws in some CIS countries prohibit foreign insurance companies from
directly operating locally. However, the domestic insurance industries in those
countries are not yet well developed. While we will maintain insurance against
standard risks, such as fire or accidental damage, the terms of such insurance
are likely to be less comprehensive, provide for lower levels of compensation
and be more expensive than might be expected in more developed markets such as
in the United States and the EU. In addition, we do not carry business
interruption insurance. Furthermore, if our operations are principally conducted
and most of our assets are located in the CIS, they may have higher political,
social, economic and market risks as compared to countries in the EU or the
United States. Various types of catastrophic losses, such as losses due to
political risks, civil unrest, acts of warfare, terrorist activities, certain
natural disasters (e.g. hurricanes), pollution, environmental matters or
expropriation of assets generally are either uninsurable or not economically
insurable, or may be subject to limitations, such as large deductibles or co-
payments. Any losses from uninsured risks could have a material adverse effect
upon our business, financial position and operating results from investments
when made.
Key Employees
Our success will depend to a significant degree upon the efforts and abilities
of certain key persons, including our Directors. In addition, we benefit from
the extensive contacts and relationships of our executives. No assurance can be
given that the current members of our management team will continue to make
their services available to us on a long-term basis. In addition, our success
will depend, in part, on our ability to continue to retain, motivate and attract
qualified and experienced management personnel. Within the CIS, competition
within our industry for qualified personnel is intense due to the
disproportionately low number of qualified and/or experienced individuals
compared to the level of demand. Moreover, our need for qualified staff will
increase as we continue to grow. However, there can be no assurance that we will
be able successfully to recruit and retain necessary qualified personnel. The
loss or diminution in the services of our Directors or an inability to recruit,
train and/or retain necessary personnel could materially adversely affect our
business, financial condition and operating results from investments.
Exchange Rate Risk
We are exposed to currency exchange rate risks. Many CIS currencies have
experienced volatility in past years and further volatility against the US
dollar could materially adversely affect our business, financial position and
operating results.
Risks Relating to the CIS and to Investments in Emerging Markets
Generally
Investors in companies whose assets are located in emerging markets, such as the
CIS, should be aware that these markets are subject to greater risks than more
developed markets, including in some cases significant legal, regulatory,
economic and political risks. Investors should also note that emerging economies
are subject to rapid change and that the information set out in this document
may become outdated relatively quickly. Accordingly, investors should exercise
particular care in evaluating the risks involved and must decide for themselves
whether, in light of these risks, investing in the GDRs is appropriate.
Generally, investment in a company whose assets are located in emerging markets
is only suitable for sophisticated investors who fully appreciate the
significance of the risks involved and investors are urged to consult with their
own legal and financial advisers before making an investment in the GDRs.
All of our proposed investment will initially be conducted in the CIS.
Accordingly, we are substantially dependent on the economic and political
conditions prevailing in the countries that make up the CIS. Those countries
became independent sovereign states in the early 1990's as a result of the
dissolution of the former Soviet Union. Since then, many of those countries have
experienced significant change as they have emerged from a single-party
political system and a centrally controlled command economy to a market-oriented
model. The transition was initially marked by political uncertainty and tension,
a recessionary economy marked by high inflation and instability of the local
currency and rapid, but incomplete, changes in the legal environment. Since the
early 1990's some of the CIS countries have actively pursued a programme of
economic reform designed to establish a free-market economy through
privatisation of state enterprises and deregulation. However, as with any
transition economy, there can be no assurance that such reforms will continue or
that such reforms will achieve all or any of their intended aims. The CIS
countries depend on each other and on neighbouring states to access world
markets for a number of their major exports, including oil, natural gas, steel,
copper, ferro-alloys, iron ore, aluminium, coal, lead, zinc and wheat. The CIS
countries are therefore dependent upon good relations with their neighbours to
ensure their ability to export. Should access to these export routes be
materially impaired, this could adversely impact their economies. Adverse
economic factors in the regional markets may also adversely impact the economies
of each of the CIS countries.
Uncertainty Over Further Market-based Economic Reforms and Underdevelopment and
Evolution of the Legislative, Tax and Regulatory Frameworks
Although many CIS countries have passed a large volume of legislation and made
significant reforms in areas relating to taxation, foreign arbitration, foreign
investment, the banking sector, securities exchanges, economic partnerships and
companies, state enterprise reform and privatisation, the legal frameworks of
these countries are still at a relatively early stage of development compared to
countries with established market economies. The judicial system, judicial
officials and other government officials in these countries may not be fully
independent of external social, economic and political forces.
There have in the past been recorded instances of improper payments being made
by private enterprises to public officials, court decisions can be difficult to
predict and administrative decisions have on occasion been inconsistent.
Further, the legal and tax authorities may make arbitrary judgments and
assessments of tax liabilities and challenge previous judgments and tax
assessments, thereby rendering it difficult for companies to ascertain whether
they are liable for additional taxes, penalties and interest. As a result of
these ambiguities, as well as the lack of an established system of precedent or
consistency in legal interpretation, the legal and tax risks involved in doing
business in the CIS countries are substantially more significant than those in
jurisdictions with a more developed legal and tax system. Additional tax
exposure could have a material adverse effect on our business, financial
condition and operating results and there can be no assurance that any tax
legislation passed in the future will not materially adversely affect our
business, financial condition and operating results.
Corporate governance in most CIS countries is weak and ineffective and lacks
adequate legal framework and implementation.
In addition, as a company incorporated in the Isle of Man, we are not required
by Isle of Man law to comply with the UK Combined Code on Corporate Governance
principles or similar standards of other EU member states or the United States.
Exchange Rate Policies, Environmental Regulation, Employment Laws, Competition
Regulations, Securities Laws
Exchange rate policies, environmental regulation, employment laws and
competition regulations and securities laws are not well developed in the CIS
and are subject to change at any time. Furthermore, application may be vague or
inconsistent. Such instability will have a negative impact on our business and
will adversely affect the value of any investment that we make.
Dependency on Oil Exports
CIS countries, whose economies and state budgets rely in part on the export of
oil and oil products and other commodities, the importation of capital equipment
and significant foreign investments in infrastructure projects, could be
adversely affected by volatility in oil and other commodity prices and by any
sustained fall in them or by the frustration or delay of any energy or other
commodity infrastructure projects caused by political or economic instability in
countries engaged in such projects. In addition, any fluctuations in the value
of the US Dollar relative to other currencies may cause volatility on earnings
from US Dollar-denominated oil exports. An oversupply of oil or other
commodities in world markets or a general downturn in the economies of any
significant markets for oil or other commodities or weakening of the US Dollar
relative to other currencies might have a material adverse effect on the
economies of the CIS countries, which would, in turn, have a material adverse
effect on our business, financial condition and operating results.
Physical Infrastructure
Physical infrastructure in CIS countries is in poor condition, which could
disrupt normal business activity. Physical infrastructure largely dates back to
Soviet times and has not been adequately funded and maintained over the past 15
years. Particularly affected are rail and road networks, power generation and
transmission, pipelines and communication systems. There can be no assurance
that the governments will dedicate budget revenues to improving their physical
infrastructure. A lack of progress in the rehabilitation of physical
infrastructure may harm national economies, disrupt the transportation of goods
and supplies, add costs to doing business and may interrupt business operations,
any of which could have a material adverse effect on our investments when made.
Reliability of Data and Statistics
Official statistics and other data published by various state authorities within
the CIS may not be as complete or reliable as those of more developed countries.
Official statistics and other data may also be produced on different bases than
those used in more developed countries. We have not independently verified such
official statistics and other data, and any discussion of matters relating to
the CIS in this document is, therefore, subject to uncertainty due to questions
regarding the completeness or reliability of such information.
Risks Relating to the GDRs and the Trading Market
Control by Existing Shareholders
100% of our issued Shares will be controlled by the Shareholders. As long as
Rysaffe, as trustee of the CM I Trust and CM II Trust, continues to own a
majority of the Shares or GDRs representing such Shares, it will be able to
control the outcome of all matters requiring a simple majority vote of our
Shareholders (and, depending on the size of its shareholding, matters requiring
greater than a simple majority vote) including, but not limited to, proposed
amendments to the Articles, which govern the rights attaching to the Shares, and
significant corporate transactions required to be subject to shareholder
consent. Through their ability to control the election of Directors and the
representation on the Board, the Shareholders will also be able to control or
exert significant influence on all of our policy decisions and strategic
direction. The interests of CM I Trust and CM II Trust and their respective
beneficiaries, the families of, respectively, Mr Arip and Mr Zhunussov, may not
be aligned and, at times, could conflict with those of the holders of the GDRs,
whose investment in the GDRs could be adversely affected by such conflict.
Market Value of the GDRs
Prior to Admission, there was no trading market for the GDRs. There is no
assurance that any active trading market for the GDRs will develop or be
sustained after Admission, or that the anticipated admission price will
correspond to the price at which the GDRs will trade in the public market
subsequent to Admission. If no trading market develops for the GDRs, investors
may experience difficulties in selling the GDRs. In addition, sales of
additional Shares or GDRs into the public market following Admission or
otherwise, could adversely affect the market price of the GDRs. If a substantial
number of the Shares or the GDRs are offered for sale, the trading price of the
GDRs may be depressed. The existence of 20,000,000 Founder Warrants for Shares
at US$1.00 per Share further exacerbates such potential conflict
Publicly traded securities from time to time experience significant price and
volume fluctuations that may be unrelated to the operating performance of the
companies that have issued them. The market price of the GDRs may fluctuate
significantly in response to a number of factors, many of which are beyond our
control, including variations in operating results, changes in financial
estimates by securities analysts, changes in market valuations of similar
companies, announcements of significant developments in our business, future
issues or sales of GDRs and stock market price and volume fluctuations. Any of
these events could result in a material decline in the price of the GDRs.
Dividends
The Company has no plans to pay dividends in the foreseeable future.
Furthermore, our business, financial condition and operating results will be
entirely dependent on the trading performance of our investments, and our
ability to pay dividends will depend on the level of distributions, if any,
received from these investments. Our investments may from time to time be
subject to restrictions on their ability to make distributions to us, as a
result of factors such as restrictive covenants contained within loan
agreements, foreign exchange limitations or regulatory, fiscal or other
restrictions. Therefore, there can be no assurance as to our ability to pay
dividends in the future.
Voting Rights Limited by Terms of the Deposit Agreement
Holders of GDRs will have no direct voting rights with respect to the Shares
represented by the GDRs. They will have a right to instruct the Depositary how
to exercise those rights, subject to the provisions of the Deposit Agreement.
However, there are practical limitations upon their ability to exercise voting
rights due to additional procedural steps involved in our communication with
holders of GDRs. GDR holders will not receive notices of meetings directly from
us, but from the Depositary, which has undertaken to deliver to GDR holders, as
soon as practicable after receipt of the same by the Depositary, notices of
meetings, copies of voting materials that it receives from us and a statement as
to the manner in which instructions may be given by GDR holders. As a result,
the process of exercising voting rights may take longer for holders of GDRs than
for holders of Shares. In addition, there is a possibility that a GDR holder
will not receive voting materials or otherwise learn of a meeting in time to
enable that GDR holder to return voting instructions to the Depositary in a
timely manner.
In the event that the Depositary does not receive voting instructions from a GDR
holder either because no voting instructions were returned to the Depositary or
because the voting instructions are incomplete, illegible or unclear or if the
GDR holder fails to confirm its ownership interest and identify the ultimate
beneficial owner, if required, of the GDRs, a discretionary proxy may be
designated by us to exercise the voting rights of such GDR holder. No such
discretionary proxy will be appointed with respect to any matter as to which we
inform the Depositary that we do not wish such proxy to be given or that such
matter materially and adversely affects the rights of holders of GDRs.
Additionally, GDR holders will be unable to instruct the Depositary to introduce
resolutions on the agenda of our general meetings, request the convening of
general meetings, nominate candidates for the Board or otherwise exercise the
rights of minority ownership.
GDR holders who wish to take such action must timely request the cancellation of
GDRs and take delivery of the underlying Shares, thus becoming the owner of such
Shares on our share register. See Terms and Conditions of the GDRs. However, no
application has been made, or will be made, to admit the Shares to trading on
PLUS or elsewhere.
Future Issuances or Sales of Shares or GDRs
Future issuances or sales of Shares, or securities convertible into or
exchangeable for Shares, directly or in the form of depositary receipts at any
time by us, or even the perception that such issuances or sales might occur,
could adversely affect the market price of the GDRs. Although no Shares are
listed or admitted to trading on any securities market at the date of this
document, subsequent sales of a substantial number of Shares or GDRs in the
public markets following the Admission, or the perception that these sales may
occur, could have a material adverse effect on the price of the GDRs and could
impair our ability to obtain further capital through an offering of equity
securities. Although the Shareholders have entered into customary lock-up
arrangements with Axiom Capital for a period of 365 days from Admission these
restrictions may be waived by Axiom in its discretion, in whole or in part.
Neither the Articles nor any requirements of Isle of Man company law oblige the
Company to make a pre-emptive offer of any Shares proposed to be issued in the
future to existing holders of Shares (unless the Company by special resolution
otherwise directs). Even if pre-emptive rights are made available to holders of
GDRs, the process for exercising such pre-emptive rights through the Depositary
may take longer for such holders than for holders of Shares and we cannot assure
investors that they will be able to instruct the Depositary to exercise pre-
emptive rights in a timely manner.
The above description is not intended to constitute a complete analysis of all
consequences relating to acquisition, ownership and disposition of GDRs or
Shares. You should consult your tax advisor concerning the tax consequences of
your particular situation.
Although the Directors will seek to minimise the impact of the Risk Factors,
investment in the Company should only be made by investors able to sustain a
loss of their investment. Investors are strongly recommended to consult an
investment adviser authorised under the Financial Services and Markets Act 2000
who specialises in investments of this nature before making any decision to
invest. Investment in GDRs may not be suitable for all recipients of this
document. Investors are therefore strongly recommended to consult an investment
adviser authorized under FSMA, who specializes in investments of this nature
before making their decision to invest.
Investing in the GDRs involves a high degree of risk. Prospective investors
should carefully consider the following risk factors, and all information
contained in this document, before investing in the GDRs. Additional risks and
uncertainties that we are not aware of or that we currently believe are
immaterial may also adversely affect our business, financial condition and
operating results. If any of these events occur, our business, financial
condition and operating results could be materially and adversely affected, the
price of the GDRs may decline and/or our ability to pay dividends could be
impaired.
ADMISSION DOCUMENT
Copies of the Admission Documents will be available free of charge from the
offices of Axiom Capital Limited, Roman House 296 Golders Green Road, London
NW11 9PT during normal business hours on any week day (Saturdays, Sundays and
public holidays excepted) and will remain available for at least one month after
the date of Admission. Telephone David Sinclair 020 8455 0011 or email
david.sinclair@axiomcapital.co.uk.
ENQUIRIES:
David Sinclair, Axiom Capital Limited +44 208 455 0011
Alessandro Manghi, Chairman +7 727 244 6888
The Directors accept responsibility for the content of this announcement.