TMAN Timan

 

TIDMTMAN 
 
RNS Number : 1046T 
Timan Oil & Gas Plc 
01 June 2009 
 

TIMAN OIL AND GAS PLC 
("Timan" or the "Company") 
 
 
Update on Financing 
Change in Significant Shareholding 
 
 
Financing 
 
 
Timan announced on 6 May 2009 that the revised arrangement with Kamanisk 
Holdings Limited ("Kamanisk"), as summarised in an announcement on 1 April 2009, 
was in the final stages of being documented.  Strand Partners was informed on 28 
May 2009 that on 22 May 2009 the Company entered into an amended and restated 
agreement with Kamanisk. The terms of the signed agreement are materially 
different from those summarised on 1 April 2009 and the effect of the revised 
agreement is to make the prospect of significant further funding unlikely and 
indeed only a further $88,000 would be provided under Tranche 1 of the original 
loan from Kamanisk. However the market should be aware that negotiations on the 
loan arrangements with Kamanisk have been re-opened and are ongoing and that 
Kamanisk informed the Company on 29 May 2009 that it would be providing a 
further $1,000,000 to Timan this week (albeit there is no written agreement) and 
has already sent $300,000 which is expected to be received today. 
 
 
As the Company has creditors which make up a significant proportion of the use 
of the funding as was proposed by Kamanisk on 31 March 2009, it is reliant on 
their cooperation in agreeing payment terms as well as agreeing the terms of any 
amended loan facility with Kamanisk and the subsequent payment of funds in order 
to continue to trade. 
 
 
Further announcements on financing will be made in due course. 
 
 
Change in significant shareholding 
 
 
The Company was informed on 26 May 2009 that, on 20 May 2009, Credit Suisse 
International disposed of 23,730,191 ordinary shares of 0.1p each in Timan 
("Ordinary Shares") representing 13.88% of the current issued ordinary share 
capital of the Company. 
 
 
The Company was further informed on 26 May 2009 that, on 20 May 2009, Redbell 
Investments Limited ("Redbell") acquired the 23,730,191 Ordinary Shares. 
Redbell is ultimately controlled by Vitaly Andreevich Belik. 
 
 
Following this transaction Credit Suisse has no Ordinary Shares and Redbell 
Investments Limited is interested in 13.88% of the Issued Ordinary Share 
Capital. 
 
 
Pursuant to a Notice of Assignment received by the Company on 22 May 2009, the 
Company is aware that on 20 May 2009 Credit Suisse International also assigned 
to Redbell all of its rights, including all associated  collateral, to: 
 
 
 -  a cash settled option over a further 14,352,656 Ordinary Shares (exercisable 
at 47p per share), that was granted by Cobco 740, a company owned by Alexander 
Kapalin (CEO) and Boris Royter; and 
 
 
 -  a physically settled put and call option over a further 23,730,191 Ordinary 
Shares that was granted by Alexander Kapalin and that, inter alia, enables the 
holder to put those shares to Alexander Kapalin. In the event that Alexander 
Kapalin cannot pay the relevant  price for those shares, then the option holder 
can exercise its collateral, being in the form of charges over up to 
82,508,336 Ordinary Shares (48.3% of the issued share capital), granted by each 
of Alexander Kapalin, Boris Royter, Cobco 740 Limited, Yuri Kapalin, Mainstream 
Investment Corp and Lachina Investments Limited (companies controlled by 
Kapalin), and a guarantee and indemnity provided by each of Boris Royter and 
Cobco 740 Limited. 
 
 
The Board of Timan has been informed that Redbell exercised its put option on 21 
May 2009 at a price far in excess of the current market price of the Ordinary 
Shares and that on 29 May 2009 it served notice on Alexander Kapalin that he is 
in default. As a result it is possible that ownership of the 82,508,336 Ordinary 
Shares as described above will pass to Redbell. 
 
 
Further announcements will be made in due course. 
 
 
 
 
 
 
Enquiries: 
 
 
Timan Oil & Gas plc 
Boris Litvak, Chairman 
Alexander Kapalin, Chief Executive Officer 
+7 495 22 333 90 
 
 
Strand Partners Limited 
Simon Raggett/Rory Murphy 
+ 44 (0) 20 7409 3494 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCUUUWPQUPBUMG 
 

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