SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY 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

7 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)

SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER

1. Introduction

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), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the "Original Announcement").

Bidco, with the consent of the Panel, announces that the Acquisition is to be implemented by way of a recommended takeover offer in order to increase certainty of execution in the interests of KAZ Minerals Shareholders.

Pursuant to the Cooperation Agreement, the Independent Committee has provided its consent to the switch to a recommended takeover offer, as requested by Bidco. The Independent Committee believes that switching to a Takeover Offer allows accepting KAZ Minerals Shareholders to benefit from the Takeover Offer (subject to the acceptance condition being met), in contrast to a Scheme of Arrangement which provides the same outcome for all shareholders.

Save where set out in this announcement, the terms and conditions of the Acquisition remain unchanged from those outlined in the Original Announcement (subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented). In particular, under the terms of the recommended Takeover Offer, KAZ Minerals Shareholders will be entitled to receive 640 pence in cash for each KAZ Minerals Share, representing a premium of approximately 24.9% to the Closing Price of 512.4 pence per KAZ Minerals Share on 2 October 2020 (being the last Business Day prior to agreement having been reached with the Independent Committee).

The Conditions will be amended only insofar as required to reflect the implementation of the Acquisition by way of the Takeover Offer. The amended Conditions are set out in Appendix 1 to this announcement.

As the Acquisition is to be implemented by way of the Takeover Offer, the Court hearing seeking permission to convene the Court Meeting in connection with the Scheme will not be rescheduled.

2. Timetable

It is anticipated that Bidco will post the Offer Document to KAZ Minerals Shareholders on or before 4 February 2021. The Panel and KAZ Minerals have consented to this timing, which Bidco expects will allow all the Regulatory Conditions to be satisfied within the normal Takeover Code offer timetable.

Bidco and KAZ Minerals continue to expect that the Acquisition will become Effective in the first half of 2021.

Further details of the expected timetable will be set out in the Offer Document.

3. Irrevocable Undertakings

As set out in the Original Announcement, Bidco obtained irrevocable commitments from Ferris, Denalot and Greenleas in respect of 28,245,449 KAZ Minerals Shares in aggregate, representing approximately 5.98 per cent. of the existing issued share capital of KAZ Minerals, to vote, or procure votes, in favour of resolutions relating to the Acquisition at the KAZ Minerals Meetings. Each of these irrevocable undertakings has been amended by the respective parties, so that they remain binding now that it has been announced that the Acquisition will be implemented by way of a Takeover Offer and all references to the Scheme (including voting in favour of the Scheme) shall, where the context permits, be read as references to the Takeover Offer (and accepting the Takeover Offer respectively). In addition, Greenleas has also given its revised irrevocable commitment in respect of its entire holdings of 4,067,218 KAZ Minerals Shares, meaning that Bidco has now obtained irrevocable commitments from Ferris, Denalot and Greenleas to accept, or procure acceptance of, the Takeover Offer in respect of 30,479,381 KAZ Minerals Shares in aggregate, representing approximately 6.45 per cent. of the existing issued share capital of KAZ Minerals. The irrevocable undertakings otherwise remain as described in the Original Announcement.

The irrevocable commitments previously obtained from the Independent Committee in respect of 719,026 KAZ Minerals Shares in aggregate, representing approximately 0.15 per cent. of the existing issued share capital of KAZ Minerals, remain binding in respect of the Takeover Offer.

In addition, Bidco has received an irrevocable commitment from Skybridge Invest JSC in respect of 13,800,000 KAZ Minerals Shares, representing, in aggregate, approximately 2.92 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 this announcement) and which remains binding regardless of the implementation of the Acquisition by way of a Takeover Offer and obliges Skybridge Invest JSC to accept, or procure the acceptance of, the Takeover Offer in respect of those shares.

In total, therefore, Bidco has 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 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 below), represents approximately 48.91 per cent. of the existing issued share capital of KAZ Minerals as of the above date.

Further details of these irrevocable undertakings are set out in Appendix 2 of this announcement.

4. Delisting, compulsory acquisition and re-registration

Assuming the Takeover Offer becomes or is declared unconditional in all respects and that Bidco has, by virtue of its shareholdings and acceptances of the Takeover Offer or otherwise, acquired or agreed to acquire not less than 75 per cent. of the issued share capital of KAZ Minerals, it is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in KAZ Minerals Shares on the London Stock Exchange's market for listed securities and the listing of the KAZ Minerals Shares on the Official List (such cancellation to take effect no earlier than the date 20 Business Days after Bidco has so acquired or agreed to acquire 75 per cent. of the issued share capital of KAZ Minerals). As described in paragraph 3 of the Original Announcement, Bidco believes that the long term development of KAZ Minerals is best undertaken away from public markets as a private company and this reflects a core component of the rationale for Bidco in pursuing the Acquisition. Accordingly, Bidco will exercise all rights that Bidco has from time to time as a shareholder of KAZ Minerals to effect such delisting of the KAZ Minerals Shares so soon as reasonably practicable following the Takeover Offer becoming or being declared unconditional in all respects and in accordance with all applicable laws and regulations.

It is also intended that the Kazakhstan Stock Exchange will be requested to cancel trading in KAZ Minerals Shares for listed securities and the listing of the KAZ Minerals Shares on the official list on the Kazakhstan Stock Exchange following the Takeover Offer becoming, or being declared, unconditional in all respects.

If Bidco receives acceptances under the Takeover Offer in respect of, and/or otherwise acquires, or unconditionally contracts to acquire, 90 per cent. or more of the KAZ Minerals Shares by nominal value and voting rights attaching to such shares to which the Takeover Offer relates and the Takeover Offer has become or been declared unconditional in all respects, Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining KAZ Minerals Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer.

It is also intended that, following the Takeover Offer becoming unconditional in all respects KAZ Minerals will be re-registered as a private limited company.

Such cancellation and re-registration would significantly reduce the liquidity and marketability of any KAZ Minerals Shares in respect of which the Takeover Offer has not been accepted at that time and their value may be affected as a consequence. Any remaining KAZ Minerals Shareholders (unless their KAZ Minerals Shares are acquired by Bidco pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their KAZ Minerals Shares. There can be no certainty that KAZ Minerals would pay any further dividends or other distributions or that such minority KAZ Minerals Shareholders would again be offered an opportunity to sell their KAZ Minerals Shares on terms which are equivalent to or no less advantageous than those under the Takeover Offer.

5. Interests in KAZ Minerals Shares

As at the close of business on 4 December 2020 (being the last Business Day prior to the date of this announcement), the Consortium had an indirect interest in KAZ Minerals Shares (being 186,079,209 KAZ Minerals Shares representing approximately 39.38 per cent. of the existing issued share capital of KAZ Minerals as of that date), as more particularly described in the Original Announcement. In addition, Oleg Novachuk has vested options to acquire 186,884 KAZ Minerals Shares through his participation in the Long Term Incentive Plan 2007, and unvested options to acquire 629,927 KAZ Minerals Shares through his participation in the 2017 Long Term Incentive Plan, which Oleg Novachuk intends to waive entirely when the Takeover Offer becomes or is declared unconditional in all respects.

Save as disclosed in this announcement and the Original Announcement, as at the close of business on 4 December 2020 (being the last Business Day prior to the date of this announcement) neither Bidco nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition: (i) had any interest in or right to subscribe for or had borrowed or lent any KAZ Minerals Shares or securities convertible or exchangeable into KAZ Minerals Shares; or (ii) had any short positions in respect of relevant securities of KAZ Minerals (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) has borrowed or lent any relevant securities of KAZ Minerals (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

6. Sources and Bases of information

As at the close of business on 4 December 2020, being the last Business Day prior to the date of this announcement, there were 472,473,283 KAZ Minerals Shares in issue (excluding 8,250,694 shares held in treasury).

7. Documents available on website

Copies of the following documents are available, or will be made available promptly and by no later than 12 noon (London time) on the Business Day following this announcement, on both Bidco's website at www.novaresourcesbv.com and on KAZ Minerals' website at https://www.kazminerals.com/investors/announcement/details/, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, until the end of the Acquisition:

a) this announcement;

b) the Original Announcement;

c) the irrevocable undertakings as set out in Appendix 2 of this announcement;

d) the Confidentiality Agreement;

e) the Cooperation Agreement;

f) the Shareholders Agreement;

g) the Bid Conduct Agreement;

h) the Share Exchange Agreement;

i) the VTB Facility Agreement; and

j) the VTB Facility Agreement Consent Letter.

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries

Bidco / VTB Capital (Financial adviser to Bidco)
Alexander Metherell	+44 (0) 20 3334 8000
Giles Coffey
Elena Loseva
KAZ Minerals
Chris Bucknall, Head of Investor Relations	+44 (0) 20 7901 7882
Susanna Freeman, Company Secretary	+44 (0) 20 7901 7826
Brunswick Group (Financial PR adviser to KAZ Minerals)
Carole Cable	+44 (0) 20 7404 5959
Charles Pretzlik
Citigroup Global Markets Limited (Financial adviser and corporate broker to KAZ Minerals)
Robert Way	+44 (0) 20 7986 4000
Tom Reid
David Fudge
UBS AG London Branch (Financial adviser and corporate broker to KAZ Minerals)
Ian Hart	+44 (0) 20 7567 8000
Jason Hutchings
David Roberts

Clifford Chance LLP is acting as legal adviser to Holdco and Bidco.

Linklaters LLP is acting as legal adviser to KAZ Minerals.

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