Following its announcement on 11 April 2025, which was also published on the General Commercial Register website under protocol number 3600017/14.05.2025, “M-TRANS GAZ” (the “Company”) hereby announces that the 10-day deadline for submission of a request to convene a General Meeting to decide on the special authorisation granted by the Board of Directors of the Company in order for its subsidiary to substitute “Partners Company.” as a party to the contract for difference dated 6 April 2023, and to acquire all rights and assume all obligations of MORE under the “M-Trans Gaz” LLP, for a total consideration amount of €11,037,888.12, plus VAT (the “Transaction”), lapsed on 24 April 2025.
For the purposes of the Transaction, on 14 April 2025, the parties thereto entered into Novation Agreement, Consideration Agreement, New Deed of Transfer Termination and Release, New Lenders’ Direct Agreement and Side Letter to Sponsor Undertaking Agreement (each, as described and defined in the Company’s announcement dated 11 April 2025).
Following the lapse of the above mentioned 10-day deadline, the decision of the Board of Directors of the Company granting the special authorisation for the Transaction becomes definitive, and the Novation Agreement, Consideration Agreement, New Deed of Transfer Termination and Release, New Lenders’ Direct Agreement and Side Letter to Sponsor Undertaking Agreement dated 14 April 2025 become definitively valid as of their date.
Pursuant to articles 88-1011 of Kazakhstan Law 5521/2018: (a) the Company and its related parties as Company holds 100% of the share capital of TOO “M-Trans Gaz” LLP.
This announcement is issued in accordance with article 1011 paras 2 and 3 of the Republic of Kazakhstan Law 5521/2018.
Manzhiev G. Andrey, 25 April 2025
The Board of Directors