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11 January 2021
RECOMMENDED CASH ACQUISITION
KAZ MINERALS PLC
NOVA RESOURCES B.V.
(a company indirectly owned by joint offerors (i) Oleg Novachuk and (ii) Vladimir Kim)
Update on Satisfaction of Regulatory Conditions
As set out in the announcement of 7 December 2020 that the Acquisition is to be implemented by way of a takeover offer (the "Switch Announcement"), the Acquisition is subject to the satisfaction of a number of Conditions, including certain antitrust and regulatory conditions as set out in Conditions 1(b) to 1(h) of Part A of Appendix 1 to the Switch Announcement (the “Regulatory Conditions”). Bidco is pleased to announce significant progress has been made in respect of the satisfaction of the Regulatory Conditions since the date of the Switch Announcement with Bidco now having received:
- clearance from the State Administration for Market Regulation of the PRC, confirming that it will not conduct a further review of the Acquisition and approving the implementation of the Acquisition;
- clearance from the Ministry of Industry and Infrastructure Development of the Republic of Kazakhstan permitting the Acquisition and the transfer of subsoil use rights related objects pursuant to the Kazakh Subsoil Code to Bidco; and
- a decision from the Prime Minister of the Kyrgz Republic confirming that the Government of the Kyrgyz Republic waives its pre-emption rights in relation to the Acquisition, pursuant to the Law of Kyrgyzstan on Strategic Assets.
Accordingly, the Regulatory Conditions set out in paragraphs 1(b), (g) and (h) of Part A of Appendix 1 to the Switch Announcement have each been satisfied.
The Acquisition remains conditional on the satisfaction of the acceptance condition and the remaining Regulatory Conditions and other Conditions set out in Appendix 1 to the Switch Announcement. As set out in the Switch Announcement, it is anticipated that Bidco will post the Offer Document to KAZ Minerals Shareholders on or before 4 February 2021.
Defined terms used but not defined in this announcement have the meaning ascribed to them in the Switch Announcement.
Bidco / VTB Capital (Financial adviser to Bidco)
Alexander Metherell +44 (0) 20 3334 8000
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