Final Increased Offer declared unconditional as to acceptances and unconditional in all respects

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FOR IMMEDIATE RELEASE

9 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)

Final Increased Offer declared unconditional as to acceptances and unconditional in all respects

1. Level of acceptances

As at 1.00 p.m. (London time) on 9 April 2021, being the Closing Date of the Final Increased Offer, Bidco had received valid acceptances of the Final Increased Offer in respect of a total of 235,400,834 KAZ Minerals Shares (representing approximately 49.80 per cent. of the existing issued share capital of KAZ Minerals and approximately 82.14 per cent. of the KAZ Minerals Shares to which the Final Increased Offer relates), which Bidco may count towards satisfaction of the acceptance condition of the Final Increased Offer, as set out in paragraph 1(a) of Part A of Appendix I to the Original Offer Document (as amended by Appendix I to the Final Offer Document dated 26 March 2021) (the "Acceptance Condition").

Accordingly, the Acceptance Condition under the Final Increased Offer has been satisfied and Bidco now declares the Final Increased Offer unconditional as to acceptances.

Of those acceptances, acceptances have been received in respect of a total of 65,236,644 KAZ Minerals Shares, representing in aggregate, approximately 13.80 per cent. of the existing issued share capital of KAZ Minerals, which were subject to irrevocable undertakings or letters of intent given by members of the Independent Committee and other KAZ Minerals Shareholders. Bidco has no outstanding irrevocable undertakings or letters of intent.

The total number of acceptances set out above also includes acceptances in respect of 669,129 KAZ Minerals Shares, representing approximately 0.14 per cent. of the existing issued share capital of KAZ Minerals, which were received from persons who are considered to be acting in concert with members of the Consortium for the purposes of the Takeover Code.

In addition to these acceptances, in accordance with the Share Exchange Agreement, Bidco or wholly-owned subsidiaries of Bidco have now acquired the 186,079,209 KAZ Minerals Shares, representing approximately 39.37 per cent. of the existing issued share capital of KAZ Minerals, in which members of the Consortium were already interested.

Accordingly, as at 1.00 p.m. (London time) on 9 April 2021, Bidco and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of  421,480,043 KAZ Minerals Shares, representing approximately 89.17 per cent. of the existing issued share capital of KAZ Minerals.

Commenting on today's announcement, Oleg Novachuk, Chairman of Bidco, said:

"Mr Kim and I are pleased with the level of acceptances the Final Increased Offer has received, which represents a strong endorsement from the market of our commitment to offer KAZ Minerals Shareholders the opportunity to realise an attractive valuation for their shares. 

KAZ Minerals has delivered attractive shareholder returns as a listed entity on the London Stock Exchange. The London capital markets are a strong and dynamic environment for companies and they have supported KAZ Minerals through many phases in its long-term development and we appreciate the positive input that this has had on KAZ Minerals and its corporate governance practices. 

As KAZ Minerals enters this next phase of large scale development, one in which it is, Mr Kim and I believe, better suited to being held as a private company, we look forward to continuing to work with the KAZ Minerals Group’s employees and wider stakeholders to realise the strategic goals and development milestones that we must now focus on for the coming few years."

2. Final Increased Offer unconditional in all respects

All of the remaining Conditions to the Final Increased Offer have been satisfied (or, where applicable, waived). Bidco is therefore pleased to announce that the Final Increased Offer is now unconditional in all respects.

The Final Increased Offer will remain open for acceptances until further notice. KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer are urged to do so as soon as possible and should follow the procedures for acceptance of the Final Increased Offer set out below and in the Final Offer Document.

3. Delisting and cancellation of trading and re-registration

As previously set out in the Final Offer Document, as the Final Increased Offer is now unconditional in all respects and Bidco now holds not less than 75 per cent. of the issued share capital of KAZ Minerals, KAZ Minerals will apply to the London Stock Exchange and the FCA 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. Pursuant to Listing Rule 5.2.11R, KAZ Minerals announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 8.00am (London time) on 11 May 2021.

It is also intended that KAZ Minerals will be re-registered as a private limited company.

As also previously set out in the Final Offer Document, in connection with the delisting and cancellation of trading in London, 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.

Such cancellations and re-registration will significantly reduce the liquidity and marketability of any KAZ Minerals Shares in respect of which the Final Increased Offer has not been accepted at that time and their value may be affected as a consequence.

Once such cancellations and re-registration are effected, any remaining KAZ Minerals Shareholders will become minority shareholders in a majority-controlled, private company and may therefore be unable to sell their KAZ Minerals Shares. There can be no certainty that KAZ Minerals will pay any further dividends or other distributions or that such minority KAZ Minerals Shareholders will 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 Final Increased Offer.

4. Independent Committee Recommendation

The Final Offer Document contained the unanimous recommendation of the members of the Independent Committee that KAZ Minerals Shareholders accept, or procure acceptance of, the Final Increased Offer, as the members of the Independent Committee who hold KAZ Minerals Shares have already done in respect of their own beneficial holdings.

The Independent Committee of KAZ Minerals recommends that KAZ Minerals Shareholders who have not yet done so accept the Final Increased Offer and, in light of the risks of becoming a minority shareholder in a majority-controlled, private company as outlined above, urges such shareholders to do so immediately, by following the procedure set out below.

5. Procedure for acceptance of the Final Increased Offer

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

• 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.

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.

6. Settlement of Final Increased Offer and Payment of the Special Dividend

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: (i) in the case of acceptances received and complete in all respects by 1.00 p.m. on the date of this announcement, within 14 calendar days; or (ii) in the case of acceptances received and complete in all respects and received after 1.00 p.m. on the date of this announcement but while the Final Increased Offer remains open for acceptance, within 14 calendar days of such receipt, in each case in the manner described in paragraph 15 of Part 2 of the Final Offer Document.

In the Final Offer Document, KAZ Minerals stated that it would, subject to the Final Increased Offer being declared unconditional in all respects, pay the Special Dividend of 27 US cents in cash (or, where a KAZ Minerals Shareholder has so elected, the equivalent pounds sterling amount converted at the Dividend Conversion Rate). The Special Dividend will therefore be paid on 23 April 2021 to all KAZ Minerals Shareholders who are on the register of members of KAZ Minerals at 6.00 p.m. (London time) on the date of this announcement. KAZ Minerals Shares will be marked "ex-dividend" in respect of the Special Dividend by the London Stock Exchange with effect from the commencement of trading on 13 April 2021.

Unless the counterparties specifically agree otherwise, a buyer of KAZ Minerals Shares on the London Stock Exchange ahead of the ex-dividend date will assume the benefit of the Special Dividend, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the record date.

Settlement of payment of the Special Dividend to which any KAZ Minerals Shareholder who is on the register of members of KAZ Minerals at 6.00 p.m. (London time) on the date of this announcement (or the first-named shareholder in the case of joint holders) is entitled shall be effected by the issue of cheques or wire payments (in the case of those KAZ Minerals Shareholders that have provided a valid bank mandate to KAZ Minerals), whether the relevant KAZ Minerals Shares are held in uncertificated form (i.e. in CREST) or in certificated form. Settlement of the Special Dividend shall be in USD unless a valid dividend currency election has previously been made by the relevant KAZ Minerals Shareholder or the relevant KAZ Minerals Shareholder sent an election form or a CREST message to the KAZ Minerals' registrar, Computershare Investor Services PLC, that arrived by no later than 6.00 p.m. on the date of this announcement, in which case settlement of the Special Dividend shall be in pounds sterling.

7. Interests in relevant securities of KAZ Minerals

The interests, rights to subscribe and short positions in respect of relevant securities of KAZ Minerals held by members of the Consortium, Bidco, each of their close relatives and related trusts and companies, and persons acting in concert with Bidco, as at the close of business on 8 April 2021 (being the last Business Day prior to the date of this announcement), are set out below.

Neither Bidco, nor any person acting in concert with Bidco, has borrowed or lent any KAZ Minerals relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.

Members of the Consortium

Name	Number of KAZ Minerals Shares	% of KAZ Minerals existing share capital (excluding treasury shares)	Nature of interest
Bidco(1)	1,848,991	0.39	Beneficial holder
Harper Finance Limited (2)	29,706,901	6.28	Registered holder
Kinton Trade Ltd (2)	5,216,522	1.10	Registered holder
Cuprum Holding Limited (2)	135,944,325	28.76	Registered holder
Perry Partners S.A. (2)	13,362,470	2.83	Registered holder
(1) Transferred to Bidco pursuant to the Share Exchange Agreement (as amended). The legal interest to the same 1,848,991 KAZ Minerals Shares is retained by Oleg Novachuk, pending registration of Bidco as the registered holder. (2) Company wholly-owned directly by Bidco

Persons acting in concert with Bidco

Name	Number of KAZ Minerals Shares	% of KAZ Minerals existing share capital (excluding treasury shares)	Nature of interest
Lynchwood Nominees Limited*	669,129	0.14	Registered holder (accepted into the Final Increased Offer)

* Beneficially owned by Stansbury International Ltd., a company limited by shares and incorporated under the laws of the British Virgin Islands, registered with company number 689940 ("Stansbury").  As set out in the Original Offer Document, Stansbury is owned by a family member of Eduard Ogay, who is considered to be acting in concert with Vladimir Kim for the purposes of the Takeover Code. Bidco has received valid acceptances in respect of all of these shares, as noted in paragraph 1 above.

8. 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 8 April 2021 (being the last Business Day prior to the date of this announcement).

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Final Offer Document.

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
KAZ Minerals
Ed Jack, Senior Investor Relations Advisor	+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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