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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM NY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 December 2020
RECOMMENDED CASH ACQUISITION
of
KAZ MINERALS PLC
by
NOVA RESOURCES B.V.
(a company indirectly owned by joint offerors (i) Oleg Novachuk and (ii) Vladimir Kim)
Further irrevocable undertakings
On 28 October 2020 the board of Nova Resources B.V. ("Bidco") and the Independent Committee announced the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of KAZ Minerals PLC ("KAZ Minerals") (other than the KAZ Minerals Shares already owned or controlled by the Consortium) (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006. On 7 December 2020, Bidco announced that the Acquisition is to be implemented by way of a recommended takeover offer (the "Switch Announcement").
In accordance with Rule 2.10(a) of the Takeover Code, the board of Bidco is pleased to announce that, following the release of the Switch Announcement, Bidco has received further shareholder support for the Acquisition.
As set out in the Switch Announcement, Bidco has previously received irrevocable undertakings to accept, or procure acceptance of, the Takeover Offer in respect of 44,998,407 KAZ Minerals Shares in aggregate, representing approximately 9.52 per cent. of the existing issued share capital (excluding shares held in treasury) of KAZ Minerals on 4 December 2020 (being the last Business Day prior to the date of the Switch Announcement).
On 11 December 2020, Bidco received a further irrevocable undertaking from Naptron Management Ltd. to accept, or procure acceptance of, the Takeover Offer in respect of 4,573,513 KAZ Minerals Shares, representing, in aggregate, approximately 0.97 per cent. of the existing issued share capital (excluding shares held in treasury) of KAZ Minerals on 11 December 2020 (being the last Business Day prior to the date of this announcement).
In addition, on 11 December 2020, Bidco received a further irrevocable undertaking from Stansbury International Ltd. to accept, or procure acceptance of, the Takeover Offer in respect of 669,129 KAZ Minerals Shares, representing, in aggregate, approximately 0.14 per cent. of the existing issued share capital (excluding shares held in treasury) of KAZ Minerals on 11 December 2020 (being the last Business Day prior to the date of this announcement).
Further details of the additional irrevocable commitments described above are set out in the
Appendix to this announcement.
In total, therefore, Bidco has now received irrevocable undertakings to accept, or procure acceptance of, the Takeover Offer in respect of 50,241,049 KAZ Minerals Shares in aggregate, representing approximately 10.63 per cent. of the existing issued share capital (excluding shares held in treasury) of KAZ Minerals on 11 December 2020 (being the last Business Day prior to the date of this announcement) and the aggregate of those KAZ Minerals Shares and the KAZ Minerals Shares in which the Consortium is already interested (as further described in paragraph 5 of the Switch Announcement), represents approximately 50.02 per cent. of the
existing issued share capital of KAZ Minerals as of the above date.
Capitalised terms used in this announcement and not otherwise defined have the meanings
given to them in the Switch Announcement.
Enquiries
Bidco / VTB Capital (Financial adviser to Bidco)
Alexander Metherell +44 (0) 20 3334 8000
Giles Coffey
Elena Loseva