Fincraft Group LLP has formally submitted a revised proposal to acquire all remaining ordinary shares of Tethys Petroleum Limited. The Kazakhstan-based group offered a price of C$1.75 per share in cash, representing a 106% premium over the last quoted price of C$0.85 on the TSX Venture Exchange on September 12. This move comes as part of ongoing discussions with Tethys’s Board Special Committee.
An operation targeting full control of the asset
Fincraft currently holds 30,959,133 ordinary shares, or approximately 26.95% of Tethys’s issued capital. Additionally, it has ongoing agreements to acquire a further 15,211,546 shares, representing 13.24% of the issued capital. These figures are based on a total of 114,857,248 ordinary shares outstanding, according to Tethys’s management report as of September 30.
The proposal could lead to a court-approved arrangement plan, delisting of Tethys’s securities from both the TSX Venture Exchange and the Kazakhstan Stock Exchange, and termination of its reporting issuer status in Canada. The non-binding letter of intent outlines preliminary terms for a potential binding offer, pending due diligence, board approval, and regulatory compliance.
Multiple conditions prior to completion
Completion of the transaction would be subject to customary conditions, including shareholder approvals in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and court approval. The final structure, including form of consideration and transaction conditions, remains to be negotiated.
Fincraft clarified that its current approach does not constitute a formal agreement, and there is no certainty that a definitive deal will be reached. The group reserves the right to modify the terms of its offer or to acquire or sell Tethys shares depending on economic conditions and investment strategies.
Flexible strategies depending on market conditions
Beyond the proposed full acquisition, Fincraft leaves open the possibility of various strategic adjustments, including changes to its original intentions. These may evolve based on global economic outlooks, Tethys’s financial condition, or other market opportunities.
