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Closing of Offer

2nd Dec 2013 07:00

RNS Number : 3915U
Eurasian Resources Group B.V.
02 December 2013
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT ACQUIRE ANY KAZAKHMYS CONSIDERATION SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY KAZAKHMYS PLC ON 7 AUGUST 2013 AND THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY KAZAKHMYS PLC ON 22 AUGUST 2013

 

FOR IMMEDIATE RELEASE

2 December 2013

Offer

for

Eurasian Natural Resources Corporation PLC

by

Eurasian Resources Group B.V.

Closing of Offer

Introduction

 

On 24 June 2013 the board of Eurasian Resources Group B.V. ("Eurasian Resources") announced the terms of an offer to be made by Eurasian Resources for the entire issued and to be issued share capital of Eurasian Natural Resources Corporation PLC ("ENRC") (other than the ENRC Shares already held by Eurasian Resources) (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Eurasian Resources on 7 August 2013 (the "Offer Document").

 

On 25 October 2013, Eurasian Resources declared the Offer unconditional in all respects and announced that it was keeping the Offer open for acceptances until further notice. Pursuant to Rule 31.2 of the Takeover Code, at least 14 days' notice is required to be given prior to the closing of the Offer to those ENRC Shareholders who have not, at the date of that notice, accepted the Offer.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available at www.machkevitchconsortiumoffer.com.

 

Offer to close on 16 December 2013

Eurasian Resources is today sending notices to those ENRC Shareholders who have not yet accepted the Offer informing them that the Offer will remain open until 1.00 p.m. (London time) on 16 December 2013 but will not be extended beyond that date.

ENRC Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:

 

· If you hold your ENRC Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document, to the Receiving Agent as soon as possible so it is received by no later than 1.00 p.m. (London time) on 16 December 2013.

 

· If you hold ENRC Shares in uncertificated form (that is, in CREST), your electronic acceptance should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible and in any event, by no later than 1.00 p.m. (London time) on 16 December 2013.

 

ENRC Shareholders who have any questions regarding accepting the Offer should contact the Receiving Agent between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on +44 (0)870 707 4102. Please note that calls may be monitored or recorded for security and training purposes. No advice on the merits of the Offer or any financial, legal or tax advice can be given.

 

Delisting, cancellation of trading and re-registration

On 25 November 2013, the listing of ENRC Shares on the Official List was cancelled.

 

Cancellation of listing and admission to trading significantly reduces the liquidity and marketability of any ENRC Shares not assented to the Offer.

A general meeting of ENRC will be held on 18 December 2013 to approve, inter alia, the re-registration of ENRC as a private company and delisting of ENRC Shares from the Kazakhstan Stock Exchange. A notice convening the general meeting was sent to the ENRC Shareholders on 28 November 2013.

The compulsory acquisition procedure under the 2006 Act is not available to Eurasian Resources on the basis of the terms of the Offer. Accordingly, any ENRC Shareholders who wish to accept the Offer must do so by the deadlines as set out above in order to receive the consideration under the Offer.

Level of acceptances

 

As at 1.00 p.m. (London time) on 29 November 2013, Eurasian Resources either owned or had received valid acceptances of the Offer in respect of 1,273,466,871 ENRC Shares, representing approximately 98.89 per cent. of the issued share capital of ENRC.

 

The percentages of ENRC Shares referred to in this announcement are based upon a figure of 1,287,750,000 ENRC Shares in issue on 29 November 2013.

A copy of this announcement will be available on Eurasian Resources' website at www.machkevitchconsortiumoffer.com by no later than 12 noon on 3 December 2013.

Enquiries:

 

Société Générale

Jan Sanders

Claude Herskovits

 

Sberbank CIB

Sergei Chinkis

Angelo Morganti

 

VTB Capital

Andrew Hollins

 

FTI Consulting

John Waples

Ed Bridges

Ben Brewerton

 

 

Tel: +44 207 676 6000

 

 

 

Tel: +7 (495) 258 0502

 

 

 

Tel: +44 203 334 8000

 

 

Tel: +44 207 831 3113

 

Société Générale is acting solely for Eurasian Resources and Holdco in connection with the Offer and no one else and will not be responsible to anyone other than Eurasian Resources and Holdco for providing the protections afforded to clients of Société Générale or for providing advice in relation to the Offer or any other transaction or arrangement referred to in this announcement. Société Générale is a French credit institution (bank) authorised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of Société Générale's authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available from Société Générale on request.

 

Sberbank CIB is a Russian joint-stock company authorised and regulated by the Federal Financial Markets Service in the Russian Federation, and is acting exclusively for Eurasian Resources and no one else in connection with the Offer and will not be responsible to anyone other than Eurasian Resources for providing the protections afforded to clients of Sberbank CIB nor for giving advice in relation to the Offer or any other transaction or arrangement referred to in this announcement.

 

VTB Capital is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for Eurasian Resources and no one else in connection with the Offer and will not be responsible to anyone other than Eurasian Resources for providing the protections afforded to clients of VTB Capital nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement.

 

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely through the Offer Document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance. Relevant ENRC Shareholders are also directed to the Prospectus and the supplementary prospectus (for which each of Eurasian Resources, Holdco and the Consortium members and (as relevant) each of their respective shareholders, affiliates, directors, employees, officers and advisers has no, and disclaims all, responsibility and liability) which were published by Kazakhmys on 7 August 2013 and 22 August 2013 respectively, and contain information about Kazakhmys and the Kazakhmys Consideration Shares.

 

This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales. The Offer is subject to the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Takeover Code.

 

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Relevant ENRC Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Relevant ENRC Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

 

Unless otherwise determined by Eurasian Resources or required by the Takeover Code and in either case subject to and in accordance with applicable law and regulation, the Offer is not being made, and will not be made, directly or indirectly, in or into the United States or any other Restricted Jurisdiction or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, fax transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of the United States or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States (or by or on behalf of any Relevant ENRC Shareholder that is resident in the United States) or any other Restricted Jurisdiction.

 

Accordingly, unless otherwise determined by Eurasian Resources or required by the Takeover Code and in either case subject to and in accordance with applicable law and regulation, copies of this announcement and the Offer Document and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, sent or otherwise made available (including, without limitation, by custodians, nominees or trustees) in, into or from the United States or any other Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute, send or otherwise make it available in, into or from such jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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