7th Jun 2013 14:40
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Alexander Machkevitch
Patokh Chodiev
Alijan Ibragimov
Committee of the State Property and Privatisation of the Ministry of Finance of the Republic Kazakhstan on behalf of the Government of the Republic of Kazakhstan ("GRK")
(together, the "Consortium")* |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | GRK |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Kazakhmys PLC (as the proposal by the Consortium includes Kazakhmys PLC shares as part of the consideration, the Panel Executive has ruled that Kazakhmys PLC should be treated as a party to the offer for the purposes of the Code) |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 3 June 2013 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES If YES, specify which: Eurasian Natural Resources Corporation plc ("ENRC") |
\* The Joint Stock Company National Welfare Fund "Samruk-Kazyna" will no longer form part of the Consortium. It is intended that the 58,876,793 shares (11.24%) in Kazakhmys plc which are currently directly held by The Joint Stock Company National Welfare Fund "Samruk-Kazyna" will be transferred to GRK
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares of 20 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 80,286,050 | 15.33 | Nil | N/A |
(2) Derivatives (other than options): | Nil | N/A | Nil | N/A |
(3) Options and agreements to purchase/sell: | Nil | N/A | Nil | N/A |
TOTAL: | 80,286,050 | 15.33 | Nil | N/A |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As the proposal by the Consortium includes Kazakhmys PLC shares as part of the consideration, the Panel Executive has ruled that Kazakhmys PLC should be treated as a party to the offer for the purposes of the Takeover Code.
Kazakhmys PLC is not part of the offeror Consortium. However, as a result of GRK's 26.57%* shareholding in Kazakhmys PLC (which forms part of the offer consideration), Kazakhmys PLC and its directors are presumed under the Takeover Code to be acting in concert with GRK and therefore also with the Consortium in relation to ENRC.
* This figure includes the direct holding of The Joint Stock Company National Welfare Fund "Samruk-Kazyna" of 58,876,793 shares (11.24%). These shares are intended to be transferred to GRK and will form part of the offer consideration. The shares indirectly held by The Joint Stock Company National Welfare Fund "Samruk-Kazyna" through BTA Bank JSC and DC of BTA Bank 'BTA Securities' JSC will not be transferred to GRK and will not form part of the offer consideration.
** VTB Capital plc, JSC VTB Bank and affiliated entities
*** (i) 58,876,793 shares directly held, (ii) 605,826 shares held by BTA Bank JSC, a 97.26% owned subsidiary; (iii) 1,897 shares held by DC of BTA Bank 'BTA Securities' JSC, a wholly owned subsidiary of BTA Bank JSC |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | Yes |
Supplemental Form 8 (SBL) | Yes |
Date of disclosure: | 4 June 2013 |
Contact name: | Amanda Keelan |
Telephone number: | +44 207 006 4548 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose open positions are being disclosed: | VTB Capital plc* |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Kazakhmys plc |
* VTB Capital plc, JSC VTB Bank and affiliated entities
2. OPTIONS AND DERIVATIVES
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
20p Ordinary | Put option | Sold | 1,000,000 | 3.4 GBP | American | Dec 13 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (SBL)
DETAILS OF SECURITIES BORROWING AND LENDING AND
FINANCIAL COLLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose positions/transactions are being disclosed: | VTB Capital plc* |
Name of offeror/offeree in relation to whose relevant securities this form relates: | Kazakhmys plc |
* VTB Capital plc, JSC VTB Bank and affiliated entities
2. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS
Class of relevant security:
| 20p | |
Number
| % | |
Securities borrowed: | 408,000
| 0.078 |
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement): |
|
Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS
Class of relevant security | Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc. | Number of securities |
|
|
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
ENRC.LKAZ.L