Compulsory acquisition of outstanding KAZ Minerals Shares

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FOR IMMEDIATE RELEASE

26 April 2021

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)

Compulsory acquisition of outstanding KAZ Minerals Shares

1. Introduction

On 9 April 2021, Nova Resources B.V. ("Bidco") announced that its recommended increased cash offer 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 members of the Consortium) (the "Final Increased Offer") had been declared unconditional in all respects. The full terms and conditions of the Final Increased Offer were set out in the original offer document dated 8 February 2021, as revised by the final increased offer document published on 26 March 2021 (the "Final Offer Document").

Bidco is pleased to announce that, as at 3.00 p.m. (London time) on 23 April 2021, it had received valid acceptances of the Final Increased Offer in respect of a total of 266,730,147 KAZ Minerals Shares, representing approximately 56.43 per cent. of the existing issued share capital of KAZ Minerals and approximately 93.07 per cent. of the KAZ Minerals Shares to which the Final Increased Offer relates.

2. Compulsory acquisition

Accordingly, as Bidco has now received acceptances under the Final Increased Offer in respect of more than 90 per cent. in value of the KAZ Minerals Shares to which the Final Increased Offer relates and of the voting rights carried by those shares, Bidco will soon be exercising its right to implement the procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act") to compulsorily acquire all of the outstanding KAZ Minerals Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.

Bidco will shortly despatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer. These notices will set out Bidco's intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining KAZ Minerals Shares in respect of which the Final Increased Offer has not been accepted on the same terms as the Final Increased Offer.

If any of the KAZ Minerals Shareholders have not accepted the Final Increased Offer and have not applied to the court in respect of all their holding of KAZ Minerals Shares by six weeks from the date of the Compulsory Acquisition Notices, the  KAZ Minerals  Shares  held  by  those  KAZ Minerals  Shareholders  who  have not accepted the Final Increased Offer will be acquired compulsorily by Bidco on the same terms as the Final Increased Offer. The consideration  to  which  those  KAZ Minerals Shareholders  will  be entitled  will  be  held  by  KAZ Minerals as a trustee on their behalf and they will be requested to claim their consideration by writing to KAZ Minerals at the end of the six-week period.

KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer are urged to do so as soon as possible.

3. Procedure for acceptance of the Final Increased Offer

KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer may do so as follows:

• if you hold your KAZ Minerals Shares, or any of them, in certificated form (that is, not in CREST), you should complete, sign and return a Form of Acceptance (witnessed, where relevant) (together with your share certificate(s) and/or other document(s) of title) by post as soon as possible and in any event so as to be received by the Receiving Agent, Computershare; or
• if you hold your KAZ Minerals Shares, or any of them, in uncertificated form (that is, in CREST) you should NOT complete, sign and return any Form of Acceptance but instead follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. If you hold your KAZ Minerals Shares as a CREST sponsored member, acceptance of the Final Increased Offer should be referred to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Full details of the procedure to accept the Final Increased Offer are set out in paragraph 14 of Part 2 of the Final Offer Document and, in respect of certificated KAZ Minerals Shares, in either of the Forms of Acceptance. The Final Offer Document is available, subject to certain restrictions to persons resident in a Restricted Jurisdiction, on Bidco's website at http://www.novaresourcesbv.com/Announcements.html and on KAZ Minerals' website at https://www.kazminerals.com/investors/announcement/details/.

KAZ Minerals Shareholders with any questions relating to the completion and return of any Form of Acceptance or the making of an Electronic Acceptance (as the case may be) should contact the Receiving Agent, Computershare, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on (0) 370 707 1100 (if calling from within the UK) or +44 (0) 370 707 1100 (if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Final Increased Offer nor give any financial, legal or tax advice.

4. Settlement of the Final Increased Offer

While the Final Increased Offer remains open for acceptance, settlement of consideration to which any accepting KAZ Minerals Shareholder (or the first-named shareholder in the case of joint holders) is entitled under the Final Increased Offer shall be effected within 14 calendar days of the date of receipt of such acceptance which is valid and complete in all respects, in the manner described in paragraph 15 of Part 2 of the Final Offer Document.

Non-assenting KAZ Minerals Shareholders who do not accept the Final Increased Offer will not receive payment until after the compulsory acquisition has been implemented. Therefore accepting the Final Increased Offer should enable you to receive your payment more promptly than if the compulsory acquisition procedure is followed.

5. General

The percentages of KAZ Minerals Shares referred to in this announcement are based on a figure of 472,670,698 KAZ Minerals Shares in issue, excluding shares held in treasury, on 23 April 2021 (being the last Business Day prior to the date of this announcement).

The definitions set out in the Final Offer Document have the same meanings in this announcement.

Enquiries

Bidco / VTB Capital (Financial adviser to Bidco)
Alexander Metherell	+44 (0) 20 3334 8000
Giles Coffey
Elena Loseva
Hudson Sandler (Financial PR adviser to Bidco)
Charlie Jack	+44 (0) 20 7796 4133
Katerina Parker
Elfie Kent

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