Satisfaction of all Regulatory Conditions, update on Acceptance Levels and Increased Offer Extension

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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

FOR IMMEDIATE RELEASE

24 March 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)

Satisfaction of all Regulatory Conditions, update on Acceptance Levels and Increased Offer Extension

      1. Introduction

On 8 February 2021, Bidco published an offer document (the "Offer Document") setting out the full terms and conditions of 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). As announced by Bidco on 10 March 2021, the closing date of the Increased Offer was extended to 23 March 2021 (the "Second Closing Date").

      2. Levels of Acceptances

As at 1.00 p.m. (London time) on the Second Closing Date, Bidco had received valid acceptances of the Increased Offer in respect of 94,119,370 KAZ Minerals Shares representing approximately 19.91 per cent. of the existing issued share capital of KAZ Minerals, which Bidco may count towards the acceptance condition of the Increased Offer.

The aggregate of those KAZ Minerals Shares in respect of which Bidco has received acceptances (as set out above) and the KAZ Minerals Shares in which the Consortium is already interested represents approximately 59.28 per cent. of the existing issued share capital of KAZ Minerals.

Of the total number of acceptances set out above, acceptances have been received in respect of a total of 50,233,953 KAZ Minerals Shares, representing in aggregate, approximately 10.63 per cent. of the existing issued share capital of KAZ Minerals, which were subject to irrevocable undertakings given by members of the Independent Committee and other KAZ Minerals Shareholders. Bidco confirms that it has received acceptances in respect of all KAZ Minerals Shares which are subject to an irrevocable undertaking.

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.

     3. Extension of the Increased Offer

The Increased Offer, which remains subject to the terms and conditions set out in the Offer Document and, in respect of KAZ Minerals Shares in certificated form, the Form of Acceptance, is being extended and will remain open for acceptances until 1.00 p.m. (London time) on 9 April 2021.

Should there be any further extension of the Increased Offer, this will be publicly announced by 8.00 a.m. (London time) on the Business Day following the day on which the Increased Offer is otherwise due to expire, or such later time as the Takeover Panel may agree.

KAZ Minerals Shareholders who have not yet accepted the Increased Offer and who wish to do so should take action to accept the Increased Offer as soon as possible. Details of the procedure for doing so are set out below and in further detail in the Offer Document.

      4. Actions to be taken

KAZ Minerals Shareholders who have not yet accepted the Increased Offer and who wish to do so, are urged to do so as soon as possible and by the following deadlines:

• 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 the Form of Acceptance (witnessed, where relevant) by post as soon as possible and in any event so as to be received by the Receiving Agent, Computershare, by no later than 1.00 p.m. (London time) on 9 April 2021; 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 the Form of Acceptance but instead follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and in any event by no later than 1.00 p.m. (London time) on 9 April 2021. If you hold your KAZ Minerals Shares as a CREST sponsored member, acceptance of the 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 for acceptance of the Increased Offer are set out in paragraph 19 of Part 2 and in Parts C and D of Appendix I of the Offer Document and, in respect of certificated KAZ Minerals Shares, as further described in the Form of Acceptance accompanying the Offer Document.

The Offer Document is available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, on Bidco’s website at http://www.novaresourcesbv.com/Announcements.html and KAZ Minerals' website at https://www.kazminerals.com/investors/announcement/details/.

KAZ Minerals Shareholders with any questions relating to the completion and return of the 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 Increased Offer nor give any financial, legal or tax advice.

     5. 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 23 March 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
Oleg Novachuk	1,848,991	0.39	Legal and beneficial interest
Harper Finance Limited(1)	29,706,901	6.28	Registered holder
Kinton Trade Ltd(1)	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) Company wholly owned directly by Oleg Novachuk
(2) Company indirectly wholly owned by Vladimir Kim via Folin Universal Trust reg, a company (registered trust company) incorporated under the laws of the Principality of Liechtenstein, registered with the Commercial Register Division of Liechtenstein under number: FL-0001.524.688-8

As announced previously, Oleg Novachuk has waived his 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, subject to the Increased Offer becoming, or being declared, unconditional in all respects.

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

* 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 further set out in the 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 2 above.

       6. Satisfaction of all Regulatory Conditions

Bidco is pleased to announce that, in addition to the satisfaction of the Regulatory Conditions referred to in its announcements of 11 January 2021 and 10 March 2021, it has also now received:

• a clearance decision of the Federal Antimonopoly Service of Russia approving the Acquisition pursuant to Art. 33(2)(1) of the Federal Law No. 135-FZ “On the Protection of Competition” dated 26 July 2006 (as further amended); and
• consent from the Kazakhstan Agency for the Protection and Development of Competition for economic concentration by way of the acquisition by Bidco of the entire issued and to be issued share capital of KAZ Minerals.

Accordingly, all of the Regulatory Conditions have now been satisfied.

The Acquisition remains conditional on the satisfaction of the acceptance condition and the remaining Conditions set out in Part A of Appendix I of the Offer Document.

        7. General

The percentages of KAZ Minerals Shares referred to in this announcement are based on a figure of 472,663,927 KAZ Minerals Shares in issue, excluding shares held in treasury, on 23 March 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 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

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

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