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Offer for Eurasian Natural Resources Corporation

24th Jun 2013 07:08

RNS Number : 6672H

Eurasian Resources Group B.V

24 June 2013

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 WHICH IS PROPOSED TO BE PUBLISHED BY KAZAKHMYS PLC IN DUE COURSE (SUBJECT TO THE PASSING OF THE RELEVANT RESOLUTION AT THE KAZAKHMYS GENERAL MEETING)

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

FOR IMMEDIATE RELEASE

24 June 2013

OFFER

FOR

EURASIAN NATURAL RESOURCES CORPORATION PLC

EURASIAN RESOURCES GROUP B.V.

Summary

·; The board of Eurasian Resources Group B.V. ("Eurasian Resources") is pleased to announce 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).

·; Eurasian Resources is a newly incorporated company formed at the direction of a consortium comprising Alexander Machkevitch, Alijan Ibragimov, Patokh Chodiev and the State Property and Privatisation Committee of the Ministry of Finance of the Republic of Kazakhstan (together, the "Consortium").

·; Under the terms of the Offer, Relevant ENRC Shareholders will receive:

For each ENRC Share	US$ 2.65 in cash
	and
	0.230 Kazakhmys Consideration Shares *
* This number is a rounded figure. See Appendix 2 "Sources and Bases of Information".

·; On the basis of an exchange rate of £/$1.5378 and the Closing Price of 269.4 pence per Kazakhmys Share on 21 June 2013 (being the last practicable dealing date prior to the date of this announcement), the Offer values each ENRC Share at approximately 234.3 pence and the fully diluted share capital of ENRC at approximately £3,043 million.

·; The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance. The Conditions include valid acceptances of the Offer being received in respect of ENRC Shares which, together with any ENRC Shares held by Eurasian Resources, constitute not less than 75 per cent. of the voting rights in ENRC. This Condition is non-waivable.

·; The Kazakhmys Consideration Shares to be offered to Relevant ENRC Shareholders under the terms of the Offer are owned by Eurasian Resources. The Prospectus in relation to the Kazakhmys Consideration Shares will be published by Kazakhmys (subject to the passing of the relevant Kazakhmys Resolution) and will contain information about Kazakhmys and the Kazakhmys Consideration Shares.

·; Eurasian Resources has procured an irrevocable undertaking from Kazakhmys and Kazakhmys Eurasia B.V. in respect of Kazakhmys Eurasia B.V.'s beneficial holding of 334,824,860 ENRC Shares (representing approximately 26 per cent. of the existing issued share capital of ENRC) to accept the Offer (subject to (i) the granting of the Rule 9 Waiver by the Panel and (ii) the passing of the Kazakhmys Resolutions at the Kazakhmys General Meeting). Eurasian Resources is the legal and beneficial holder of 693,922,241 ENRC Shares (representing approximately 53.9 per cent of the existing issued share capital of ENRC). Accordingly, upon the Kazakhmys Group validly accepting the Offer, the Offer will become unconditional as to acceptances (but will remain subject to the other Conditions).

·; Eurasian Resources and Kazakhmys have procured irrevocable undertakings from certain Kazakhmys shareholders to vote in favour of the Kazakhmys Resolutions on which such shareholders are entitled to vote at the Kazakhmys General Meeting (being the Transaction Approval Resolution and the Share Repurchase Resolution but not the Whitewash Resolution) in respect of such shareholders' beneficial holdings of, in aggregate, 188,064,645 Kazakhmys Shares (representing, in aggregate, approximately 49 per cent. of the Eligible Voting Share Capital).

·; The share price performance of ENRC over recent years has been disappointing and has materially lagged behind its diversified mining peer group. There have been several reasons for this and whilst the Founders and the Kazakh Government are confident of the underlying quality and overall potential of ENRC's key businesses, they believe that the value of ENRC will only be fully realised if ENRC is no longer a listed company, allowing greater management focus on operational performance. The Kazakh Government has a particular interest in stabilising the operating and financial performance of ENRC given that ENRC employs approximately 66,700 people in Kazakhstan and is responsible for providing key infrastructure support in a number of areas.

·; The Offer does not currently have the recommendation of the ENRC Independent Committee. Eurasian Resources would hope that, following an acceptance of the Offer by the Kazakhmys Group pursuant to its irrevocable undertaking and the Offer thereby becoming unconditional as to acceptances, the ENRC Independent Committee will recommend Relevant ENRC Shareholders to accept the Offer.

·; A facility will be made available by the Receiving Agent under which ENRC Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive the USD cash portion of the Offer consideration in GBP.

·; 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 before the Offer closes for acceptance in order to receive the consideration under the Offer.

·; The Kazakhmys Group beneficially owns 334,824,860 ENRC Shares. Under the 2006 Act, a company cannot acquire its own shares for non-cash consideration. Accordingly, the Kazakhmys Group cannot directly receive Kazakhmys Shares as partial consideration for its ENRC Shares under the Offer. As a result, the Kazakhmys Group has the right to receive, conditional upon the Offer becoming or being declared unconditional in all respects, additional cash consideration in lieu of 77,041,147 Kazakhmys Shares to which it would otherwise be entitled under the Offer, such additional cash consideration to be set-off against the consideration payable by Kazakhmys to purchase 77,041,147 Kazakhmys Shares from Eurasian Resources under the Share Repurchase Agreement. Accordingly, following the completion of the Kazakhmys Share Repurchase, the Kazakhmys Group will have received, in aggregate, US$887,285,879 in cash and 77,041,147 Kazakhmys Shares, which is the equivalent of US$2.65 in cash and 0.230 Kazakhmys Shares for each ENRC Share held by it.

·; Eurasian Resources reserves the right to elect (with the consent of the Panel) to implement the acquisition of ENRC by way of a Scheme. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer implemented by way of a contractual takeover offer.

·; The Kazakhmys Circular, containing details of the Kazakhmys Resolutions (which include the approval of, inter alia, the publication by Kazakhmys of the Prospectus) and notice to convene the Kazakhmys General Meeting, is expected to be posted to Kazakhmys shareholders as soon as possible following the date of this announcement.

·; The Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance will be posted to ENRC Shareholders as soon as practicable after the passing of the Kazakhmys Resolutions at the Kazakhmys General Meeting and (save with the consent of the Panel) within 28 days of the date of this announcement. Kazakhmys will publish the Prospectus (subject to the passing of the relevant Kazakhmys Resolution) in respect of the Kazakhmys Consideration Shares on the same date.

Société Générale, Sberbank CIB and VTB Capital are acting as financial advisers to Eurasian Resources.

This summary should be read in conjunction with, and is subject to, the accompanying full text of this announcement (including the Appendices) which sets out further details of the Offer and which forms an integral part of this announcement.

The Conditions to, and certain further terms of, the Offer are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Eurasian Resources and Kazakhmys are set out in Appendix 3 to the announcement. Certain definitions and terms used in this announcement are set out in Appendix 4.

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available on the Consortium's website at www.machkevitchconsortiumoffer.com by no later than 12 noon on 25 June 2013.

The Prospectus, once published by Kazakhmys, will be available on Kazakhmys' website at www.kazakhmys.com.

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

Further information

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 (the French Prudential Control 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 will be made solely through the Offer Document, which will contain 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 (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 will be published by Kazakhmys (subject to the passing of the relevant Kazakhmys Resolution) on the date on which the Offer Document is posted, and will contain information about Kazakhmys and the Kazakhmys Consideration Shares.

Overseas jurisdictions

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 will be 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 permitted by 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 permitted by 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.

Forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Bidco Group, the Wider ENRC Group and the Kazakhmys Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' and the Consortium members' ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. None of the members of the Bidco Group, or any of the Consortium members, or the Kazakhmys Group assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law.

Kazakhmys Consideration Shares

The Kazakhmys Consideration Shares are not being offered to the public by means of this announcement. This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. The Prospectus in relation to the Kazakhmys Consideration Shares will be published by Kazakhmys (subject to the passing of the relevant Kazakhmys Resolution) on the date on which the Offer Document is posted, and will contain information about Kazakhmys and the Kazakhmys Consideration Shares.

Neither Eurasian Resources nor Holdco nor any Consortium member nor (as relevant) any of their respective shareholders, affiliates, directors, employees, officers or advisers accepts any responsibility whatsoever for the information contained in this announcement in relation to the Kazakhmys Circular, the Kazakhmys General Meeting, the Kazakhmys Resolutions or the Prospectus or paragraphs 8, 12and 13 of this announcement or any information contained in the Prospectus. Eurasian Resources, Holdco, each Consortium member and (as relevant) each of their respective shareholders, affiliates, directors, employees, officers and advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they may otherwise have in respect of such information or any such statement(s) and no representation or warranty, express or implied, is made by Eurasian Resources or Holdco or any Consortium member or (as relevant) any of their respective shareholders, affiliates, directors, employees, officers or advisers as to the accuracy, completeness or sufficiency of such information.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash), which in respect of this Offer, shall include Kazakhmys, must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

FOR IMMEDIATE RELEASE

24 June 2013

OFFER

FOR

EURASIAN NATURAL RESOURCES CORPORATION PLC

EURASIAN RESOURCES GROUP B.V.

1. Introduction

The board of Eurasian Resources Group B.V. ("Eurasian Resources") is pleased to announce 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).

Eurasian Resources is a newly incorporated company formed at the direction of a consortium comprising Alexander Machkevitch, Alijan Ibragimov, Patokh Chodiev and the State Property and Privatisation Committee of the Ministry of Finance of the Republic of Kazakhstan (together, the "Consortium").

2. The Offer

The Offer, which will be on the terms and subject to the Conditions set out below and in Appendix 1, and to be set out in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance, will be made on the following basis:

Relevant ENRC Shareholders will receive:

For each ENRC Share	US$ 2.65 in cash
	and
	0.230 Kazakhmys Consideration Shares *
* This number is a rounded figure. See Appendix 2 "Sources and Bases of Information".

On the basis of an exchange rate of £/$1.5378 and the Closing Price of 269.4 pence per Kazakhmys Share on 21 June 2013 (being the last practicable dealing date prior to the date of this announcement), the Offer values each ENRC Share at approximately 234.3 pence and the fully diluted share capital of ENRC at approximately £3,043 million.

Assuming acceptance in full of the Offer and immediately following the Kazakhmys Share Repurchase (as described in paragraph 12 of this announcement), Relevant ENRC Shareholders will hold approximately 13.9 per cent. of the reduced voting share capital of Kazakhmys.

The Offer will be on the terms and subject to the Conditions set out herein and in Appendix 1 to this announcement, and to be set out in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance. The Conditions include (among others):

·; Eurasian Resources having received valid acceptances of the Offer in respect of ENRC Shares which, together with any ENRC Shares held by Eurasian Resources, constitute not less than 75 per cent. of the voting rights in ENRC. This Condition will be satisfied upon the Kazakhmys Group validly accepting the Offer; and

·; satisfaction of certain Antitrust Conditions.

A facility will be made available by the Receiving Agent under which ENRC Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive the USD cash portion of the Offer consideration in GBP. Further details of this facility will be set out in the Offer Document.

Fractions of Kazakhmys Consideration Shares will not be transferred to Relevant ENRC Shareholders who accept the Offer but will be aggregated and sold in the UK market and the net proceeds of sale distributed pro rata to Relevant ENRC Shareholders entitled thereto, save that individual entitlements to amounts of less than £5 will be retained for the benefit of the Bidco Group.

The Kazakhmys Consideration Shares to be offered to Relevant ENRC Shareholders under the terms of the Offer are owned by Eurasian Resources. The Prospectus in relation to the Kazakhmys Consideration Shares will be published by Kazakhmys (subject to the passing of the relevant Kazakhmys Resolution at the Kazakhmys General Meeting) and will contain information about Kazakhmys and the Kazakhmys Consideration Shares. Further details of the Kazakhmys Resolutions and the Kazakhmys General Meeting are set out in paragraph 13 of this announcement.

3. Background to and reasons for the Offer

The Founders acquired certain Kazakh assets through their participation in the privatisation process in Kazakhstan between 1994 and 1996. The ownership of these assets was reorganised in December 2006 when ENRC was created. As part of this reorganisation, the Kazakh Government agreed to exchange its direct interests in a number of the operations for a shareholding in ENRC. ENRC was listed on the London Stock Exchange in 2007 and on the Kazakhstan Stock Exchange in 2008. Following the listing, the Founders owned approximately 14.6 per cent. each in ENRC and the Kazakh Government owned approximately 19.3 per cent. in ENRC.

The share price performance of ENRC over recent years has been disappointing and has materially lagged behind its diversified mining peer group. There have been several reasons for this, including high levels of debt taken on as a result of an international expansion programme, high profile disagreements involving the board and senior management team, public accusations of poor corporate governance and allegations of corruption, including the recently announced criminal investigation by the SFO.

The Founders and the Kazakh Government are confident of the underlying quality and overall potential of ENRC's key businesses but believe that the value of ENRC will only be fully realised if ENRC is no longer a listed company, allowing greater management focus on operational performance. The Kazakh Government has a particular interest in stabilising the operating and financial performance of ENRC given that ENRC employs approximately 66,700 people in Kazakhstan and is responsible for providing key infrastructure support in a number of areas.

The Offer does not currently have the recommendation of the ENRC Independent Committee. Eurasian Resources would hope that, following an acceptance of the Offer by the Kazakhmys Group pursuant to the Kazakhmys Irrevocable Undertaking and the Offer thereby becoming unconditional as to acceptances, the ENRC Independent Committee will recommend Relevant ENRC Shareholders to accept the Offer.

Eurasian Resources confirms that, following the Offer becoming or being declared unconditional in all respects, it intends to co-operate fully with the SFO's ongoing investigation in relation to ENRC.

4. Irrevocable undertakings

(i) Irrevocable undertakings to accept the Offer

Eurasian Resources has procured an irrevocable undertaking from Kazakhmys and Kazakhmys Eurasia B.V. in respect of Kazakhmys Eurasia B.V.'s beneficial holding of 334,824,860 ENRC Shares (representing approximately 26 per cent. of the existing issued share capital of ENRC) to accept the Offer (subject to (i) the granting of the Rule 9 Waiver by the Panel and (ii) the passing of the Kazakhmys Resolutions at the Kazakhmys General Meeting) (the "Kazakhmys Irrevocable Undertaking"). Under the terms of the Kazakhmys Irrevocable Undertaking, Kazakhmys Eurasia B.V. is restricted from selling its ENRC Shares for a period of six months from the date of the Kazakhmys Irrevocable Undertaking.

Upon the Kazakhmys Group validly accepting the Offer, the Offer will become unconditional as to acceptances (but will remain subject to the other Conditions).

(ii) Irrevocable undertakings to vote in favour of the Kazakhmys Resolutions at the Kazakhmys General Meeting

Eurasian Resources and Kazakhmys have procured irrevocable undertakings from certain Kazakhmys shareholders (being Vladimir Kim, Oleg Novachuk and Eduard Ogay) to vote in favour of the Kazakhmys Resolutions on which such shareholders are entitled to vote at the Kazakhmys General Meeting (being the Transaction Approval Resolution and the Share Repurchase Resolution but not the Whitewash Resolution) in respect of their beneficial holdings of, in aggregate, 188,064,645 Kazakhmys Shares (representing, in aggregate, approximately 49 per cent. of the Eligible Voting Share Capital). The undertakings do not contain any restrictions on such Kazakhmys shareholders from selling their Kazakhmys Shares.

Further details of the irrevocable undertakings are set out in Appendix 3 of this announcement.

5. Information relating to the Bidco Group

(i) Establishment of the Bidco Group

Eurasian Resources is a newly incorporated Dutch company formed at the direction of the Consortium for the purpose of the Offer. Eurasian Resources was originally incorporated under the name "Eleanor Investments B.V." and changed its name to "Eurasian Resources Group B.V." on 24 June 2013.

Eurasian Resources is wholly owned by Eurasian Resources Group ("Holdco"), a newly incorporated Luxembourg company formed at the direction of the Consortium for the purpose of the Offer. Holdco was originally incorporated under the name "Eleanor Investments S.à r.l" and changed its name to "Eurasian Resources Group" on 24 June 2013.

Holdco's share capital consists of 25,000 A shares and 37,500 B shares. The A shares and B shares rank pari passu in respect of voting and economic rights. The State Property and Privatisation Committee holds 25,000 A shares (representing 40 per cent. of the issued share capital of Holdco). Alexander Machkevitch holds (through his investment vehicle) 12,951 B shares (representing approximately 20.7 per cent. of the issued share capital of Holdco), Alijan Ibragimov holds (through his investment vehicle) 12,944 B shares (representing approximately 20.7 per cent. of the issued share capital of Holdco) and Patokh Chodiev (through his investment vehicle) holds 11,605 B shares (representing approximately 18.6 per cent. of the issued share capital of Holdco).

(ii) Contribution of ENRC Shares and Kazakhmys Shares to the Bidco Group

On 18 June 2013, each of the Founders transferred their respective entire legal and beneficial holdings of ENRC Shares (as set out below) to Eurasian Resources:

Consortium Member	Number of ENRC Shares transferred
Alexander Machkevitch	187,836,250
Alijan Ibragimov	187,736,250
Patokh Chodiev	168,302,625

On 6 June 2013, the JSC Sovereign Wealth Fund "Samruk-Kazyna" (a sovereign wealth management fund of the Republic of Kazakhstan wholly owned by the Kazakh Government) transferred 58,876,793 Kazakhmys Shares to the State Property and Privatisation Committee. On 19 June 2013, the State Property and Privatisation Committee contributed 150,047,116 ENRC Shares and 139,162,843 Kazakhmys Shares to Holdco. On 19 June 2013, Holdco transferred all of the ENRC Shares and 80,286,050 of the Kazakhmys Shares it received from the State Property and Privatisation Committee to Eurasian Resources, and subsequently transferred the remaining 58,876,793 Kazakhmys Shares it received from the State Property and Privatisation Committee to Eurasian Resources on 20 June 2013.

Accordingly, as at the date of this announcement, Eurasian Resources holds 693,922,241 ENRC Shares (representing approximately 53.9 per cent of the existing issued share capital of ENRC) and 139,162,843 Kazakhmys Shares (representing approximately 26.6 per cent of the existing voting share capital of Kazakhmys).

(iii) Governance arrangements

The current directors of both Eurasian Resources and Holdco are each of the Founders, and Bakyt Sultanov (Deputy Head of the Administration of the President of the Republic of Kazakhstan) and Beibut Atamkulov (Executive Secretary of the Ministry of Industry and New Technologies of the Republic of Kazakhstan) representing the State Property and Privatisation Committee.

Neither Eurasian Resources nor Holdco has traded since incorporation, nor have they entered into any obligations, other than in connection with the Offer.

Eurasian Resources has agreed that, until the earlier of (a) Eurasian Resources ceasing to hold the ENRC Shares and Kazakhmys Shares it currently owns; (b) the Offer becoming or being declared unconditional in all respects; and (c) the Bidco Group structure having been unwound, Eurasian Resources will exercise its voting rights in ENRC and Kazakhmys in accordance with the directions of each Consortium member (or, in respect of each of the Founders, his investment vehicle) in proportion to the number of ENRC Shares and Kazakhmys Shares held by such Consortium member prior to the transfer of such shares to the Bidco Group. Neither Eurasian Resources nor any of the Consortium members is entitled to vote on any of the Kazakhmys Resolutions at the Kazakhmys General Meeting, as further described in paragraph 13 of this announcement.

6. Information relating to the Consortium members

(i) The Founders

Mr Machkevitch, Mr Ibragimov and Mr Chodiev are founder shareholders of ENRC. They have also collaborated on certain other business ventures. They each hold 33.3 per cent. in Summerside Investments S.à r.l., a Luxembourg company which owns (i) International Mineral Resources B.V., a mining investment company and (ii) certain other entities engaged in the exploration and production of natural gas and oil in Kazakhstan. In addition, they each hold 33.3 per cent. in each of Eurasian Industrial Company, Eurasian Production Company and Eurasian Financial Company, Kazakhstan holding companies which own a diverse set of subsidiaries in Kazakhstan.

(ii) The State Property and Privatisation Committee

The functions of the State Property and Privatisation Committee are determined by the Republic of Kazakhstan's "Law concerning the State Property" and the State Property and Privatisation Committee's Articles of Association. The State Property and Privatisation Committee falls within the remit of the Republic of Kazakhstan's Ministry of Finance and is responsible for holding certain strategic state investments on behalf of the Republic of Kazakhstan and for the management of those investments.

7. Information relating to ENRC

ENRC is a public limited company, incorporated in England and Wales, with its registered office situated in the United Kingdom. ENRC Shares are listed on the premium segment of the Official List maintained by the FCA and traded on the London Stock Exchange's main market for listed securities and on the Kazakhstan Stock Exchange.

The ENRC Group is a diversified natural resources group performing integrated mining, processing, energy, logistics and marketing operations, with significant operations in Kazakhstan and Africa.

For the financial year ended 31 December 2012, ENRC had total revenues of US$6,320 million (2011: US$7,705 million) and a loss after income tax of US$852 million (2011: profit after income tax of US$1,986 million).

8. Information relating to Kazakhmys

Kazakhmys is a public limited company, incorporated in England and Wales, with its registered office situated in the United Kingdom.

Kazakhmys Shares are listed on the premium segment of the Official List maintained by the FCA and traded on the London Stock Exchange's main market for listed securities. In addition, Kazakhmys Shares are also listed on the Hong Kong stock exchange and the Kazakhstan Stock Exchange.

Kazakhmys is the holding company of the Kazakhmys Group. The principal activities of the Kazakhmys Group are the production of copper and other metals as by-products, including gold, zinc and silver, and power generation.

The Kazakhmys Group is structured around its main business activities - mining and power generation, and is organised into two business divisions - Kazakhmys Mining and Kazakhmys Power. The business is supported by corporate functions in London, Hong Kong and Almaty, which are responsible for the Kazakhmys Group's strategy, cash and capital management, development and other core functions.

Kazakhmys Mining incorporates the Kazakhmys Group's mining, concentrating, smelting and auxiliary operations in Kazakhstan and the sales operation in the United Kingdom. The key products are copper cathode and rod, zinc in concentrate, silver granule and bar along with gold bar and doré, which are sold to customers in Europe, the Commonwealth of Independent States, China and other countries in Asia.

Kazakhmys Power includes the Kazakhmys Group's three captive power stations and Ekibastuz GRES-1, in which Kazakhmys has a 50 per cent. interest. The captive power stations mainly support the Kazakhmys Group's operations. The electricity generated by Ekibastuz GRES-1 is sold to third parties predominantly based in Kazakhstan, with the remaining output exported to Russia.

The Kazakhmys Group also beneficially owns 334,824,860 ENRC Shares, representing approximately 26 per cent. of the existing issued share capital of ENRC.

Further details in relation to Kazakhmys and the Kazakhmys Consideration Shares will be contained in the Prospectus to be published by Kazakhmys on the date on which the Offer Document is posted (subject to the passing of the relevant Kazakhmys Resolution at the Kazakhmys General Meeting).

9. Kazakhmys Consideration Shares

The Kazakhmys Consideration Shares to be offered to Relevant ENRC Shareholders under the terms of the Offer are owned by Eurasian Resources, having been transferred by the State Property and Privatisation Committee prior to the date of this announcement (see paragraph 5 of this announcement).

Following the Offer becoming or being declared unconditional in all respects, the Kazakhmys Consideration Shares will be transferred by Eurasian Resources to accepting Relevant ENRC Shareholders in accordance with the terms of the Offer. Eurasian Resources will settle any stamp duty or stamp duty reserve tax in respect of the transfer of the Kazakhmys Consideration Shares to accepting Relevant ENRC Shareholders pursuant to the terms of the Offer.

The Kazakhmys Consideration Shares are admitted to trading on the London Stock Exchange and to listing on the Official List (as well as being listed on the Hong Kong stock exchange and the Kazakhstan Stock Exchange). No listing application is to be made with respect to the Kazakhmys Consideration Shares in the context of the Offer.

10. Financing of the Offer

(i) Financing

The cash consideration payable to ENRC Shareholders by Eurasian Resources under the terms of the Offer and costs and expenses payable in connection with the Offer will be financed with the proceeds of the Acquisition Facility Agreement. In addition, the proceeds of the Sberbank Facility Agreement and the VTB Facility Agreement may, among other things, be used to refinance certain existing financial indebtedness of the ENRC Group and to pay associated costs and expenses.

Société Générale, Sberbank CIB and VTB Capital, as financial advisers to Eurasian Resources, are satisfied that sufficient resources are available to Eurasian Resources to satisfy in full the cash consideration payable to ENRC Shareholders under the terms of the Offer.

(ii) Security

In connection with the Acquisition Facility Agreement, Holdco has granted security over all the shares it owns in Eurasian Resources from time to time pursuant to the Bidco Share Security Agreement and Eurasian Resources has granted security over all the shares it owns in ENRC from time to time pursuant to the ENRC Share Security Agreement in favour of VTB Capital in its capacity as security agent under the Acquisition Facility Agreement.

(iii) Amendments and waivers of Offer conditions

Eurasian Resources has agreed that it will not, without the consent of the lenders under the Acquisition Facility Agreement:

(a) declare the Offer unconditional as to acceptances until it has received acceptances in respect of such number of ENRC Shares as will result in Eurasian Resources owning 75 per cent. or more of the voting rights in ENRC;

(b) waive or amend any other term or condition of the Offer in any respect where such waiver or amendment could reasonably be expected to materially and adversely affect the interests of the lenders unless such action is required by the Takeover Code or the Panel;

(c) declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with where to do so could reasonably be expected to materially and adversely affect the interests of the lenders, unless such action is required by the Takeover Code or the Panel; or

(d) (without prejudice to Eurasian Resources' ability to agree to and implement any arrangements with relevant competition or anti-trust authorities for the disposal or divestiture of any assets of the ENRC Group without any prior consent from the lenders) agree to any other arrangements with any governmental, regulatory or similar authority in order to satisfy any term or condition of the Offer where to do so could reasonably be expected to materially and adversely affect the interest of the lenders unless such action is required by the Takeover Code or the Panel.

11. Management, employees and locations

Eurasian Resources confirms that the existing employment rights of all ENRC employees will be observed, to the extent required by applicable law, upon the Offer becoming unconditional in all respects.

Eurasian Resources' current intention is to focus on ENRC's businesses in Kazakhstan and to ensure that these operations are managed efficiently following the Offer becoming or being declared unconditional in all respects. Eurasian Resources will undertake a thorough strategic review of ENRC's international assets, and this may lead to a reduction in capital allocated to such assets and the identification of potential business disposal opportunities (to the extent such disposals will generate appropriate value).

The current headcount in the London headquarters of ENRC reflects its status as a listed company and the scale and growth of its international businesses. In line with Eurasian Resources' intention to take ENRC private and the strategy highlighted above, it is anticipated that there is likely to be a significant reduction in the number of employees at ENRC's London head office. There are no plans to change staff numbers at any of ENRC's other operations at this stage. However, such plans may come into being in the course of developing and implementing the overall strategy for the business as described above.

12. Kazakhmys Share Repurchase

The Kazakhmys Group beneficially owns 334,824,860 ENRC Shares, representing approximately 26 per cent. of the existing issued share capital of ENRC. If the Kazakhmys Group accepts the Offer in respect of such ENRC Shares on the basis of US$2.65 in cash and 0.230 Kazakhmys Shares for each ENRC Share, it would receive, in aggregate, US$887,285,879 in cash and 77,041,147 Kazakhmys Shares.

A company subject to the 2006 Act cannot acquire its own shares for non-cash consideration. Accordingly, the Kazakhmys Group cannot directly receive Kazakhmys Shares as partial consideration for its ENRC Shares under the Offer.

In order to overcome this technical limitation under English law, Eurasian Resources will offer the Kazakhmys Group an additional cash amount of £207,548,850 (based on the Closing Price of Kazakhmys Shares of 269.4 pence on 21 June 2013 (being the last practicable dealing date prior to the date of this announcement)) in lieu of 77,041,147 Kazakhmys Shares to which the Kazakhmys Group would otherwise be entitled under the Offer.

The Kazakhmys Group's right to receive such additional cash consideration is conditional upon the Offer becoming or being declared unconditional in all respects, following which Kazakhmys will purchase 77,041,147 Kazakhmys Shares from Eurasian Resources for £206,516,265 in aggregate, such amount to be set-off against the additional cash consideration offered by Eurasian Resources to the Kazakhmys Group under the Offer. The difference between the additional cash consideration and the consideration for the Kazakhmys Share Repurchase is an amount equal to the stamp duty payable on the Kazakhmys Share Repurchase, in order to put Kazakhmys in the same position as the Relevant ENRC Shareholders.

In order to implement the above arrangement, the Share Repurchase Agreement was entered into between Eurasian Resources and Kazakhmys on 24 June 2013, pursuant to which Kazakhmys is obliged (subject to the passing of the Kazakhmys Resolutions and the Offer becoming or being declared unconditional in all respects), to purchase 77,041,147 Kazakhmys Shares from Eurasian Resources for £206,516,265 in aggregate.

Accordingly, following completion of the Kazakhmys Share Repurchase, the Kazakhmys Group will have received, in aggregate, US$887,285,879 in cash and 77,041,147 Kazakhmys Shares, which is the equivalent of US$2.65 in cash and 0.230 Kazakhmys Shares for each ENRC Share held by it.

Assuming acceptance in full of the Offer and immediately following the Kazakhmys Share Repurchase, Relevant ENRC Shareholders will hold approximately 13.9 per cent. of the reduced voting share capital of Kazakhmys.

13. Kazakhmys Resolutions and Kazakhmys General Meeting

(i) Kazakhmys Resolutions

The publication by Kazakhmys of the Prospectus, the disposal by the Kazakhmys Group of its ENRC Shares pursuant to the Offer and the Kazakhmys Share Repurchase are subject to the following resolutions (together, the "Kazakhmys Resolutions") being passed at the Kazakhmys General Meeting:

(a) an ordinary resolution of the Kazakhmys shareholders entitled to vote thereon to approve, inter alia, the publication by Kazakhmys of the Prospectus, the disposal by the Kazakhmys Group of its ENRC Shares pursuant to the Offer and the Kazakhmys Share Repurchase, as required by Listing Rules 10 (significant transactions) and 11 (related party transactions) (the "Transaction Approval Resolution");

(b) a special resolution of the Kazakhmys shareholders entitled to vote thereon to approve the terms of the Share Repurchase Agreement (the "Share Repurchase Resolution"); and

(c) an ordinary resolution taken on a poll of the Kazakhmys Independent Shareholders to approve the waiver of Rule 9 of the Takeover Code with respect to the enlarged shareholdings of the Kazakhmys Concert Group (as defined below) as a result of the Kazakhmys Share Repurchase (the "Whitewash Resolution"). Further information relating to the Whitewash Resolution is set out below.

Eurasian Resources, the Consortium members, and their respective associates are not entitled to vote on any of the Kazakhmys Resolutions, and in addition, the respective concert parties of Eurasian Resources and the Consortium members are not entitled to vote on the Whitewash Resolution.

Further details of the Kazakhmys Resolutions, together with a notice to convene the Kazakhmys General Meeting, will be contained in the Kazakhmys Circular, which is expected to be posted to Kazakhmys shareholders as soon as possible following the date of this announcement.

(ii) The Whitewash Resolution

Under Rule 9 of the Takeover Code, where (i) any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company; or (ii) any person, together with persons acting in concert with him, being interested in securities carrying between 30 and 50 per cent. of the voting rights of a company, acquires an interest in further securities carrying voting rights in that company (provided in both cases that such company is subject to the Takeover Code), that person is (subject to certain exceptions) required to make a general offer to the shareholders of that company to acquire their shares, unless Panel consent and relevant waivers are obtained to disapply Rule 9 of the Takeover Code.

Vladimir Kim, Oleg Novachuk and Eduard Ogay, who are directors of Kazakhmys, hold approximately 28.5 per cent., 6.7 per cent. and 0.7 per cent. respectively in the existing voting share capital of Kazakhmys. Further details of their shareholdings in Kazakhmys were set out in the Opening Position Disclosure in respect of Kazakhmys made on 4 June 2013.

Kazakhmys has confirmed to Eurasian Resources that Vladimir Kim, Oleg Novachuk and Eduard Ogay (together, the "Kazakhmys Concert Group") are considered to be acting in concert with each other for purposes of Rule 9 of the Takeover Code. Following the Kazakhmys Share Repurchase, the voting share capital of Kazakhmys will be reduced, and accordingly the Kazakhmys Concert Group will hold in aggregate approximately 42.1 per cent. of the reduced voting share capital of Kazakhmys.

The members of the Kazakhmys Concert Group do not intend to make a general offer for Kazakhmys (either individually or acting together) following the Kazakhmys Share Repurchase. Kazakhmys shall seek a waiver from the Panel of the obligation for the Kazakhmys Concert Group to make a general offer for Kazakhmys that would otherwise arise (the "Rule 9 Waiver"), subject to the passing of the Whitewash Resolution by the Kazakhmys Independent Shareholders. Eurasian Resources, the Consortium members, and their respective concert parties and associates and members of the Kazakhmys Concert Group are not entitled to vote on the Whitewash Resolution.

(iii) Kazakhmys directors' recommendations and voting undertakings

The Kazakhmys directors, other than Daulet Yergozhin, the Kazakh Government's nominee on the Kazakhmys board of directors, have resolved that they shall unanimously and unqualifiedly recommend Kazakhmys shareholders to vote in favour of the Transaction Approval Resolution and the Share Repurchase Resolution.

The Kazakhmys directors, other than Daulet Yergozhin and the Kazakhmys Concert Group, have resolved that they shall unanimously and unqualifiedly recommend Kazakhmys Independent Shareholders to vote in favour of the Whitewash Resolution.

The above recommendations are subject to the ongoing fiduciary duties of the Kazakhmys directors.

In addition, the members of the Kazakhmys Concert Group have each given irrevocable undertakings to vote in favour of the Transaction Approval Resolution and the Share Repurchase Resolution in respect of their beneficial holdings of Kazakhmys Shares (representing, in aggregate, approximately 49 per cent. of the Eligible Voting Share Capital). Further details of the voting undertakings are set out in Appendix 3 to this announcement.

14. Implementation Agreement with Kazakhmys

Eurasian Resources and Kazakhmys have entered into the Implementation Agreement, governing the implementation of certain aspects of the Offer and related matters, in particular, preparation of the Kazakhmys Circular and the convening of the Kazakhmys General Meeting and (subject to the passing of the relevant Kazakhmys Resolution) publication of the Prospectus. In addition, Kazakhmys provides certain warranties to Eurasian Resources regarding Kazakhmys information in this announcement and to be included in the Offer Document and, subject to the passing of the relevant Kazakhmys Resolution, the Prospectus.

15. Confidentiality Agreement with ENRC

The Consortium and ENRC have entered into the Confidentiality Agreement pursuant to which the Consortium agreed to keep confidential information relating to the ENRC Group and its business, operations, directors, employees, officers, lenders, customers and/or suppliers which is supplied in connection with the Offer in strict confidence, and not disclose or distribute such confidential information other than to certain permitted recipients or as required by law or regulation, in each case as permitted by, and subject to certain exceptions as set out in, the Confidentiality Agreement.

16. Opening Position Disclosure

(i) ENRC relevant securities

The Consortium members made an Opening Position Disclosure in respect of their interests (and those of their respective concert parties) in the relevant securities of ENRC on 3 May 2013, setting out the details required to be disclosed by them under Rule 8.1(a) of the Takeover Code.

Following receipt of further information from the Consortium members and their concert parties, the Consortium members made two amended Opening Position Disclosures in respect of their interests (and those of their respective concert parties) in the relevant securities of ENRC on 29 May 2013 and 13 June 2013 respectively.

(ii) Kazakhmys relevant securities

On 20 May 2013, the Panel published Panel Statement 2013/7 confirming that Kazakhmys relevant securities are subject to the disclosure requirements of Rule 8 of the Takeover Code.

The Consortium members made an Opening Position Disclosure in respect of their interests (and those of their respective concert parties) in the relevant securities of Kazakhmys on 4 June 2013, setting out the details required to be disclosed by them under Rule 8.1(a) of the Takeover Code. As Kazakhmys and its directors are presumed under the Takeover Code to be acting in concert with the Consortium, this Opening Position Disclosure included the interests of Kazakhmys' directors in the relevant securities of Kazakhmys.

17. ENRC Share Plans

The Offer will extend to any ENRC Shares unconditionally allotted or issued prior to the Offer becoming or being declared unconditional as to acceptances, including shares issued pursuant to the vesting of awards or the exercise of options granted under the ENRC Share Plans.

Appropriate proposals will be made in due course to participants in the ENRC Share Plans.

18. Delisting, cancellation of trading and re‑registration

If the Offer becomes or is declared unconditional in all respects and Eurasian Resources has by virtue of its shareholding and acceptances of the Offer acquired, or agreed to acquire, issued share capital representing at least 75 per cent. of the voting rights in ENRC, Eurasian Resources intends to procure that ENRC applies for cancellation of the trading in ENRC Shares on the London Stock Exchange's market for listed securities and cancellation of the listing of ENRC Shares on the Official List. A notice period of not less than 20 Business Days prior to the cancellation will commence on the date on which the Offer becomes or is declared unconditional in all respects.

It is also intended that, following the Offer becoming or being declared unconditional in all respects, ENRC will be delisted from the Kazakhstan Stock Exchange.

Delisting would significantly reduce the liquidity and marketability of any ENRC Shares not assented to the Offer.

It is also proposed that, following the cancellation of the listing of ENRC Shares on the Official List, ENRC will be re‑registered as a private company under the relevant provisions of the 2006 Act.

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 before the Offer closes for acceptance in order to receive the consideration under the Offer.

19. Documents on display

Copies of the following documents will be available on the Consortium's website at www.machkevitchconsortiumoffer.com by no later than 12 noon on 25 June 2013:

(a) the Kazakhmys Irrevocable Undertaking;

(b) the irrevocable undertakings given by Vladimir Kim, Oleg Novachuk and Eduard Ogay to vote in favour of the Kazakhmys Resolutions (other than the Whitewash Resolution) at the Kazakhmys General Meeting;

(d) the Share Repurchase Agreement;

(e) the Confidentiality Agreement;

(f) the Acquisition Facility Agreement;

(g) the Sberbank Facility Agreement;

(h) the VTB Facility Agreement;

(i) the Bidco Share Security Agreement; and

(j) the ENRC Share Security Agreement.

20. Further terms of the Offer

The ENRC Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

In so far as a distribution is declared, made, paid or payable by ENRC in respect of the ENRC Shares on or after the date of this announcement, Eurasian Resources reserves the right to reduce the price payable under the Offer in respect of the ENRC Shares by the aggregate amount of the distribution that has been declared, made, paid or is payable. To the extent that a distribution that has been declared, made, paid or is payable is or will be transferred or cancelled pursuant to the Offer on a basis which entitles Eurasian Resources alone to receive the distribution and to retain it, the price payable under the Offer in respect of the ENRC Shares will not be subject to change in accordance with this paragraph.

The Kazakhmys Consideration Shares will be transferred to Relevant ENRC Shareholders pursuant to the Offer fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

Eurasian Resources will settle any stamp duty or stamp duty reserve tax in respect of the transfer of Kazakhmys Consideration Shares to accepting Relevant ENRC Shareholders pursuant to the terms of the Offer.

21. General

The Kazakhmys Circular, containing details of the Kazakhmys Resolutions (which include the approval of, inter alia, the publication by Kazakhmys of the Prospectus) and notice to convene the Kazakhmys General Meeting, is expected to be posted to Kazakhmys shareholders as soon as possible following the date of this announcement.

The Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance will be posted to ENRC Shareholders as soon as practicable after the passing of the Kazakhmys Resolutions at the Kazakhmys General Meeting and (save with the consent of the Panel) within 28 days of the date of this announcement. Kazakhmys will publish the Prospectus (subject to the passing of the relevant Kazakhmys Resolution) in respect of the Kazakhmys Consideration Shares on the same date.

This announcement is an advertisement and does not constitute an offer or an invitation to purchase or subscribe for any securities.

The availability of the Offer to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions.

Neither Eurasian Resources nor Holdco nor any Consortium member nor (as relevant) any of their respective shareholders, affiliates, directors, employees, officers or advisers accepts any responsibility whatsoever for the information contained in this announcement in relation to the Kazakhmys Circular, the Kazakhmys General Meeting, the Kazakhmys Resolutions or the Prospectus or paragraphs 8, 12 and 13 of this announcement or any information contained in the Prospectus. Eurasian Resources, Holdco, each Consortium member and (as relevant) each of their respective shareholders, affiliates, directors, employees, officers and advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they may otherwise have in respect of such information or any such statement(s) and no representation or warranty, express or implied, is made by Eurasian Resources or Holdco or any Consortium member or (as relevant) any of their respective shareholders, affiliates, directors, employees, officers or advisers as to the accuracy, completeness or sufficiency of such information.

The Kazakhmys Consideration Shares have not been and will not be registered under the US Securities Act or under any laws of any state, district or other jurisdiction, of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the Kazakhmys Consideration Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Kazakhmys Consideration Shares to be offered in compliance with applicable securities laws of Japan and no regulatory clearances in respect of the Kazakhmys Consideration Shares have been, or will be, applied for in any other jurisdiction. Accordingly, unless an exemption under relevant securities laws is available, the Kazakhmys Consideration Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from the United States or any other Kazakhmys Consideration Shares Restricted Jurisdiction or to, or for the account or benefit of, any US Person or resident of any other Kazakhmys Consideration Shares Restricted Jurisdiction. The Offer does not constitute an offer of Kazakhmys Consideration Shares in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Kazakhmys Consideration Shares, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence.

The Kazakhmys Consideration Shares are not being offered to the public by means of this announcement. This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. The Prospectus will be published by Kazakhmys (subject to the passing of the relevant Kazakhmys Resolution) on the date on which the Offer Document is posted and will contain information about Kazakhmys and the Kazakhmys Consideration Shares.

Eurasian Resources reserves the right to elect (with the consent of the Panel) to implement the acquisition of ENRC by way of a Scheme. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer implemented by way of a contractual takeover offer.

The Prospectus, once published by Kazakhmys, will be available on Kazakhmys' website at www.kazakhmys.com.

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

Further information

Overseas jurisdictions

The Offer will be subject to the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Takeover Code.

Forward-looking statements

Kazakhmys Consideration Shares

Disclosure requirements of the Takeover Code

Appendix 1CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer, which will be made by Eurasian Resources, will comply with the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Takeover Code, will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. In addition, it will be subject to the terms and Conditions set out below and to be set out in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the related Form of Acceptance.

1. Conditions of the Offer

The Offer will be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Eurasian Resources may, in accordance with the Takeover Code or with the consent of the Panel, decide) in respect of ENRC Shares which, together with any ENRC Shares which Eurasian Resources has acquired, or may otherwise acquire, constitute not less than 75 per cent. of the voting rights in ENRC.

For the purposes of this Condition (i) the 75 per cent. of voting rights is to be calculated by reference to the percentage held and in issue outside treasury and (ii) ENRC Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon being entered into the register of members of ENRC.

Antitrust

(b) (i) all necessary notifications and filings having been made under the COMESA Competition Regulations in respect of the Offer; and/or

(ii) to the extent that the Offer is notifiable to the competition authorities in any of the COMESA Member States, to the extent required, a decision (or deemed decision) by each such competent competition authority approving the Offer, or the expiry or termination of any relevant waiting period having occurred;

(c) the Kazakhstan Agency for Competition Protection having granted clearance of the Offer or confirmed no such clearance is required in accordance with the applicable competition legislation;

(d) (i) the Federal Antimonopoly Service of Russia having granted clearance of the Offer in accordance with Federal Law No. 135-FZ (the Russian Law on Protection of Competition); and

(ii) the Federal Antimonopoly Service of Russia having issued clearance of the Offer in accordance with the Russian regime for foreign investments, or having issued a decision that no clearance is required under this regime;

(e) the Competition Commission or the Competition Tribunal of South Africa having granted clearance of the Offer (or being deemed to have done so) in accordance with the applicable competition legislation;

(f) the Antimonopoly Committee of Ukraine having granted clearance of the Offer in accordance with the Law of Ukraine "On Protection of Economic Competition" No 2210-III dated 11 January 2001; and

(g) all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations made thereunder having expired or been terminated in respect of the Offer,

(together, the "Antitrust Conditions"),

provided that the Antitrust Conditions will be satisfied only if the relevant clearances are obtained on terms satisfactory to Eurasian Resources;

Other Third Party clearances

(h) no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider ENRC Group by any member of the Bidco Group or the Consortium Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, the Offer or the acquisition of any shares or other securities in, or control or management of, any member of the Wider ENRC Group by any member of the Bidco Group or the Consortium Group or require amendment of the Offer;

(ii) require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Bidco Group or the Consortium Group or by any member of the Wider ENRC Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the ENRC Group taken as a whole or the Bidco Group taken as a whole or the Consortium Group taken as a whole or in the context of the Offer (as the case may be);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Bidco Group or the Consortium Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in ENRC (or any member of the Wider ENRC Group) or on the ability of any member of the Wider ENRC Group or any member of the Bidco Group or any member of the Consortium Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider ENRC Group to an extent which is material in the context of the ENRC Group taken as a whole or the Bidco Group taken as a whole or the Consortium Group taken as a whole or in the context of the Offer (as the case may be);

(iv) other than pursuant to the implementation of the Offer, require any member of the Bidco Group or the Consortium Group or the Wider ENRC Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider ENRC Group or any asset owned by any third party in each case which is material in the context of the Wider ENRC Group or the Bidco Group or the Consortium Group, in each case taken as a whole;

(v) require, prevent or materially delay a divestiture by any member of the Bidco Group or the Consortium Group of any shares or other securities (or the equivalent) in any member of the Wider ENRC Group;

(vi) result in any member of the Wider ENRC Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the ENRC Group taken as a whole or in the context of the Offer;

(vii) impose any limitation on the ability of any member of the Bidco Group or any member of the Consortium Group or any member of the Wider ENRC Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Bidco Group and/or the Consortium Group and/or the Wider ENRC Group in a manner which is materially adverse to the Bidco Group or the Consortium Group or the Wider ENRC Group, in each case, taken as a whole or in the context of the Offer; or

(viii) otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider ENRC Group or any member of the Bidco Group or any member of the Consortium Group in each case in a manner which is adverse to and material in the context of the Wider ENRC Group taken as a whole or the Bidco Group taken as a whole or the Consortium Group taken as a whole or of the obligations of any member of the Bidco Group in connection with the Offer;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any ENRC Shares or otherwise intervene having expired, lapsed, or been terminated;

(i) no undertakings or assurances being sought from any member of the Bidco Group, any member of the Consortium Group or any member of the Wider ENRC Group by the Secretary of State or any other third party, except on terms satisfactory to Eurasian Resources;

(j) all notifications, filings or applications which are deemed by Eurasian Resources to be necessary or appropriate having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Eurasian Resources to be necessary or appropriate in any jurisdiction for or in respect of the Offer or the acquisition or the proposed acquisition of any shares or other securities in, or control of, ENRC by any member of the Bidco Group or the Consortium Group having been obtained in terms and in a form reasonably satisfactory to Eurasian Resources from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider ENRC Group or the Bidco Group or the Consortium Group has entered into contractual arrangements and all such Authorisations which are deemed by Eurasian Resources to be necessary or appropriate to carry on the business of any member of the Wider ENRC Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider ENRC Group, any member of the Bidco Group, any member of the Consortium Group or the ability of Eurasian Resources to implement the Offer and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(k) no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Offer or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider ENRC Group by any member of the Bidco Group or the Consortium Group, or the implementation of either of them, void, voidable, illegal and/or enforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Offer or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider ENRC Group by any member of the Bidco Group or the Consortium Group;

Confirmation of absence of adverse circumstances

(l) except as fairly disclosed in the Annual Report and Accounts of ENRC or as publicly announced to a Regulatory Information Service by or on behalf of ENRC before 24 June 2013, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider ENRC Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Bidco Group or the Consortium Group of any shares or other securities in ENRC or because of a change in the control or management of any member of the Wider ENRC Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the ENRC Group taken as a whole or to the obligations of any member of the Bidco Group or any member of the Consortium Group in connection with the Offer:

(i) any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider ENRC Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider ENRC Group or any member of the Bidco Group or any member of the Consortium Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider ENRC Group or any member of the Bidco Group or any member of the Consortium Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any member of the Wider ENRC Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the ENRC Group taken as a whole or in the context of the Offer;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider ENRC Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider ENRC Group otherwise than in the ordinary course of business;

(v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider ENRC Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider ENRC Group being prejudiced or adversely affected;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider ENRC Group other than liabilities incurred in the ordinary course of business; or

(viii) any liability of any member of the Wider ENRC Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the business of the ENRC Group

(m) except as fairly disclosed in the Annual Report and Accounts of ENRC or as publicly announced to a Regulatory Information Service by or on behalf of ENRC before 24 June 2013, no member of the Wider ENRC Group having since 31 December 2012:

(i) save as between ENRC and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue of ENRC Shares on the exercise of options or vesting of awards granted before 24 June 2013 in the ordinary course, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to ENRC or one of its wholly‑owned subsidiaries;

(iii) save as between ENRC and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

(iv) save as between ENRC and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(v) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between ENRC and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the ENRC Group or in the context of the Offer;

(vi) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the ENRC Group or in the context of the Offer, or which is or is reasonably likely to be restrictive on the business of any member of the Wider ENRC Group to an extent which is or is likely to be material to the ENRC Group taken as a whole or in the context of the Offer, or which is or is reasonably likely to be restrictive on the business of any member of the Bidco Group or the Consortium Group;

(vii) entered into any licence or other disposal of intellectual property rights of any member of the Wider ENRC Group which are material in the context of the Wider ENRC Group taken as a whole and outside the normal course of business;

(viii) entered into, varied or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider ENRC Group save for salary increases, bonuses or variations of terms in the ordinary course;

(ix) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider ENRC Group which, taken as a whole, are material in the context of the ENRC Group taken as a whole;

(x) procured the trustees of the relevant pension scheme, or any such trustees having taken any action since 31 December 2012, to (I) propose, make or agree to any significant change to: (a) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider ENRC Group or their dependants (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the manner in which the assets of any Relevant Pension Plan are invested; (e) the basis or rate of employer contribution to a Relevant Pension Plan; or (II) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (III) carry out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or might create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would or might give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to the scheme;

(xi) changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan;

(xii) entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Offer) otherwise than in the ordinary course of business which is material in the context of the ENRC Group taken as a whole or in the context of the Offer;

(xiii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of ENRC) is material in the context of the ENRC Group;

(xiv) waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the ENRC Group taken as a whole or in the context of the Offer;

(xv) made any material alteration to its articles of association or other constitutional documents;

(xvi) (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvii) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xviii) entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(xix) terminated or varied the terms of any agreement or arrangement between any member of the Wider ENRC Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the ENRC Group taken as a whole; or

(xx) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of the shareholders of ENRC in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

(n) since 31 December 2012, and except as fairly disclosed in the Annual Report and Accounts of ENRC or as publicly announced to a Regulatory Information Service by or on behalf of ENRC before 24 June 2013:

(i) there having been no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider ENRC Group to an extent which is material to the ENRC Group taken as a whole or in the context of the Offer or in the obligations of any member of the Bidco Group in connection with the Offer;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider ENRC Group or to which any member of the Wider ENRC Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider ENRC Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider ENRC Group which, in any such case, might reasonably be expected to have a material adverse effect on the ENRC Group taken as a whole or in the context of the Offer;

(iii) no contingent or other liability having arisen, increased or become apparent which might be likely adversely to affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider ENRC Group to an extent which is material to the ENRC Group taken as a whole or in the context of the Offer; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider ENRC Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to have an adverse effect on the ENRC Group taken as a whole or in the context of the Offer;

(o) since 31 December 2012, and except as fairly disclosed in the Annual Report and Accounts of ENRC or as publicly announced to a Regulatory Information Service by or on behalf of ENRC before 24 June 2013, Eurasian Resources not having discovered:

(i) that any financial, business or other information concerning the Wider ENRC Group publicly announced or disclosed to any member of the Bidco Group at any time by or on behalf of any member of the Wider ENRC Group or to any of their advisers is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the ENRC Group taken as a whole or in the context of the Offer;

(ii) that any member of the Wider ENRC Group is subject to any liability, contingent or otherwise, which is not disclosed in the Annual Report and Accounts of ENRC, and which is material in the context of the ENRC Group or in the context of the Offer; or

(iii) any information which affects the import of any information disclosed to Eurasian Resources at any time by or on behalf of any member of the Wider ENRC Group which is material in the context of the ENRC Group;

Environmental and other issues

(p) Eurasian Resources not having discovered that:

(i) any past or present member of the Wider ENRC Group has not complied with all applicable legislation or regulations, notices or other requirements of any jurisdiction or any Third Party or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or greenhouse gas, or any substance likely to impair the environment (including property) or harm the health of humans, animals or other living organisms or eco‑systems or otherwise relating to environmental matters or the health and safety of humans, which non‑compliance would be likely to give rise to any material liability including any penalty for non‑compliance (whether actual or contingent) on the part of any member of the Wider ENRC Group; or

(ii) there has been a disposal, discharge, spillage, accumulation, leak, emission, release or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or greenhouse gas or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non‑compliance with any law or regulation) would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider ENRC Group; or

(iii) there is or is likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, re‑instate or clean up any property, asset currently or previously owned, occupied or made use of by any past or present member of the Wider ENRC Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, or other elements of the environment (including any controlled waters) under any environmental legislation, common law, regulation, notice, circular, Authorisation, other legally binding requirement or order of any Third Party or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto in any such case to an extent which is material in the context of the ENRC Group; or

(iv) circumstances exist (whether as a result of the making of the Offer or otherwise):

(I) which would be likely to lead to any Third Party instituting; or

(II) whereby any member of the Bidco Group or the Consortium Group or any present or past member of the Wider ENRC Group would be likely to be required to institute,

an environmental audit or take any other steps which would in any such case be likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re‑instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider ENRC Group (or on its behalf) or by any person for which a member of the Wider ENRC Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the ENRC Group; or

(v) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider ENRC Group which claim or claims would be likely to affect any member of the Wider ENRC Group and which is material in the context of the ENRC Group;

Intellectual Property

(q) no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider ENRC Group which would have a material adverse effect on the Wider ENRC Group taken as a whole or is otherwise material in the context of the Offer, including:

(i) any member of the Wider ENRC Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider ENRC Group and material to its business being revoked, cancelled or declared invalid;

(ii) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider ENRC Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider ENRC Group being terminated or varied;

Anti‑corruption and sanctions

(r) except as fairly disclosed in the Annual Report and Accounts of ENRC or as publicly announced to a Regulatory Information Service by or on behalf of ENRC before 24 June 2013, Eurasian Resources not having discovered that:

(i) any past or present member of the Wider ENRC Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti‑corruption legislation or has failed to put in place adequate procedures to prevent such activity, practice or conduct;

(ii) any member of the Wider ENRC Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006; or

(iii) any past or present member of the Wider ENRC Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control; and

No criminal property

(s) Eurasian Resources not having discovered that any asset of any member of the Wider ENRC Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

2. Waiver of Conditions

Subject to the requirements of the Panel, Eurasian Resources reserves the right in its sole discretion to waive (if capable of waiver) in whole or in part all or any of the above Conditions, save for Condition (a).

Conditions (b) to (s) inclusive must be satisfied as at, or (if capable of waiver) waived on or before, midnight on the 21st calendar day after the later of the first closing date of the Offer and the date on which Condition (a) is fulfilled (or, in each case, such later date as the Panel may agree), failing which the Offer will lapse. Eurasian Resources shall be under no obligation to waive (if capable of waiver) or determine to be, or treat as, satisfied, any of Conditions (b) to (s) inclusive by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or satisfied and that there are, at such earlier date, no circumstances indicating that any of such Conditions may not be capable of satisfaction. In any event, all of the Conditions to the Offer must be satisfied as at, or (if capable of waiver) waived on or before, midnight on the 81st day following the date on which the Offer Document is published or such other date as may be agreed with the Panel.

If Eurasian Resources is required by the Panel to make an offer for ENRC Shares under the provisions of Rule 9 of the Takeover Code, Eurasian Resources may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule.

3. Further terms of the Offer

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.

Appendix 2SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1. the number of Kazakhmys Consideration Shares to which Relevant ENRC Shareholders are entitled under the Offer, expressed as 0.230 Kazakhmys Consideration Shares for each ENRC Share, has been rounded for presentational purposes, and should be construed as being 0.230093868923753 Kazakhmys Consideration Shares for each ENRC Share, and is calculated on the basis of 139,162,843 Kazakhmys Shares held by Eurasian Resources to be offered for 604,809,001 ENRC Shares (being the fully diluted share capital of ENRC excluding 693,922,241 ENRC Shares held by Eurasian Resources);

2. the fully diluted share capital of ENRC is 1,298,731,242 ENRC Shares and is based on the existing issued share capital of ENRC of 1,287,750,000 ENRC Shares and 10,981,242 ENRC Shares subject to awards under the ENRC Share Plans, in each case as at 21 June 2013, being the last Business Day prior to the date of this announcement;

3. the existing voting share capital of Kazakhmys is based on 523,718,350 Kazakhmys Shares in issue (excluding treasury shares) as at 21 June 2013, being the last Business Day prior to the date of this announcement;

4. the Eligible Voting Share Capital in respect of each of the Transaction Approval Resolution and the Share Repurchase Resolution is 383,947,784 Kazakhmys Shares and is based on the existing voting share capital of Kazakhmys (being 523,718,350 Kazakhmys Shares) and excluding 139,162,843 Kazakhmys Shares held by Eurasian Resources and 607,723 Kazakhmys Shares held by Eurasian Resources' associates (based on the information in the Opening Position Disclosure made by the Consortium members in respect of Kazakhmys Shares on 4 June 2013);

5. the reduced voting share capital of Kazakhmys is 446,677,203 Kazakhmys Shares and is based on the existing voting share capital of Kazakhmys (being 523,718,350 Kazakhmys Shares) and excluding 77,041,147 Kazakhmys Shares to be repurchased and cancelled pursuant to the Kazakhmys Share Repurchase and assuming no Kazakhmys Shares are allotted or repurchased or cancelled (other than pursuant to the Kazakhmys Share Repurchase) after 21 June 2013;

6. the percentage of the reduced voting share capital of Kazakhmys that will be held by the Relevant ENRC Shareholders following the full acceptance of the Offer and the Kazakhmys Share Repurchase is based on the reduced voting share capital of Kazakhmys and the existing issued share capital of ENRC and assuming the exercise of all outstanding options and vesting of all awards under the ENRC Share Plans;

7. the number of people employed by ENRC in Kazakhstan is as at the end of 2012 as derived from the Annual Report and Accounts of ENRC;

8. information relating to Eurasian Resources and Holdco has been provided by persons duly authorised or appointed by the board of directors of Eurasian Resources and Holdco respectively;

9. information relating to the Consortium members has been provided by persons duly authorised or appointed by the relevant Consortium member;

10. information relating to the Kazakhmys Circular, the Kazakhmys General Meeting, the Kazakhmys Resolutions, the Prospectus and paragraphs 8, 12 and 13 of this announcement have been provided by Kazakhmys;

11. information relating to ENRC has been extracted from published sources;

12. unless otherwise stated, the financial information relating to ENRC is extracted from the Annual Report and Accounts of ENRC;

13. where amounts are shown in both US dollars and sterling in this announcement, an exchange rate of £/$1.5378 has been used, which was derived from data provided by Bloomberg as at 4.30pm on 21 June 2013 (being the last practicable dealing date prior to the date of this announcement); and

14. unless otherwise stated, all prices for ENRC and Kazakhmys Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s).

Appendix 3DETAILS OF IRREVOCABLE UNDERTAKINGS

1. Kazakhmys Irrevocable Undertaking

Eurasian Resources has procured an irrevocable undertaking from Kazakhmys and Kazakhmys Eurasia B.V. in respect of Kazakhmys Eurasia B.V.'s beneficial holding of 334,824,860 ENRC Shares (representing approximately 26 per cent. of the existing issued share capital of ENRC), to accept the Offer (subject to (i) the granting of the Rule 9 Waiver by the Panel and (ii) the passing of the Kazakhmys Resolutions at the Kazakhmys General Meeting), or in the event that the Offer is implemented by way of a Scheme, to vote in favour of the relevant resolutions at ENRC's shareholders' meetings.

Kazakhmys Eurasia B.V. shall accept or procure the acceptance of the Offer by the earlier of (i) the fourth business day (as defined in the Takeover Code) after receipt of a written request by Eurasian Resources to do so; and (ii) the 60th day after the date on which the Offer Document is sent to ENRC Shareholders (or such later time and date as may be agreed with the Panel to be the last time and date for fulfilment of the acceptance condition to the Offer).

Under the terms of the Kazakhmys Irrevocable Undertaking, Kazakhmys Eurasia B.V. shall not, other than pursuant to the Offer:

(a) before the earlier of (i) the lapse of the Kazakhmys Irrevocable Undertaking in accordance with its terms (see below) and (ii) six months from the date of the Kazakhmys Irrevocable Undertaking, sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of or deal in (or permit any such action to occur in respect of) any interest in any ENRC Shares held by it; or

(b) before the lapse of the Kazakhmys Irrevocable Undertaking in accordance with its terms, accept or otherwise agree to any offer, scheme of arrangement, merger or other business combination made or proposed to be made in respect of securities in ENRC by any person other than Eurasian Resources (or another member of the Bidco Group); or

(c) before the lapse of the Kazakhmys Irrevocable Undertaking in accordance with its terms, purchase or acquire any further ENRC Shares or other securities of ENRC (or any interest therein) without prior confirmation from the Panel that it is not deemed to be a concert party of any Consortium member or Eurasian Resources in connection with the Offer.

The obligations of Kazakhmys and Kazakhmys Eurasia B.V. under the Kazakhmys Irrevocable Undertaking shall lapse and cease to have effect on the earlier of the following occurrences:

(a) the Offer Document is not sent to ENRC Shareholders within 28 days (or such longer period as the Panel may agree) after the date of this announcement; or

(b) any of the Kazakhmys Resolutions are not passed at the Kazakhmys General Meeting; or

(d) the Offer lapses or is withdrawn in accordance with its terms or Eurasian Resources publicly confirms that it does not intend to proceed with the Offer (either by way of a contractual takeover offer or a Scheme); or

(e) the Offer has not become or been declared unconditional in all respects by 6.00 p.m. on 31 December 2013.

2. Kazakhmys shareholders

The following Kazakhmys shareholders have given irrevocable undertakings to vote in favour of the Kazakhmys Resolutions on which such shareholders are entitled to vote at the Kazakhmys General Meeting (being the Transaction Approval Resolution and the Share Repurchase Resolution), in respect of their own beneficial holdings of Kazakhmys Shares:

Name	Total Number ofKazakhmys Shares	Percentage of Eligible Voting Share Capital in respect of each of the Transaction Approval Resolution and the Share Repurchase Resolution
Vladimir Kim	149,306,795	38.9
Oleg Novachuk	34,923,423	9.1
Eduard Ogay	3,834,427	1.0

Under the terms of the undertakings, each of the above Kazakhmys shareholders shall not:

(a) acquire or otherwise deal or undertake any dealing in any relevant securities of Kazakhmys (or any interest therein) (including as a result of the exercise of any share options) if such acquisition would prejudice Kazakhmys' ability to undertake a "whitewash" exercise under Rule 9 of the Takeover Code in connection with the Offer; or

(b) acquire, offer to acquire or otherwise deal or undertake any dealing in any relevant securities of ENRC (or any interest therein) unless (i) prior confirmation has been obtained from the Panel that he is not deemed to be a concert party of Eurasian Resources in connection with the Offer or (ii) such dealing is for the purposes of accepting or otherwise giving effect to the Offer; or

(c) other than in relation to the enforcement of any pledge, fetter any of the voting rights attached to the Kazakhmys Shares subject to the undertakings.

The obligations of each of the above Kazakhmys shareholders under the relevant irrevocable undertakings shall lapse and cease to have effect on the earlier of the following occurrences:

(a) the Offer Document in connection with the Offer is not sent to ENRC Shareholders within 28 days (or such longer period as the Panel may agree) after the date of this announcement; or

(b) any of the Kazakhmys Resolutions are not passed at the Kazakhmys General Meeting; or

Appendix 4DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"2006 Act"	the Companies Act 2006
"Acquisition Facility Agreement"	the US$1,700,000,000 facility agreement dated on or before the date of this announcement between Eurasian Resources, Holdco, VTB Capital as agent and security agent and Sberbank of Russia and VTB Capital as arrangers and lenders, as described in paragraph 10 of this announcement
"Annual Report and Accounts of ENRC"	the annual report and audited accounts of ENRC for the year ended 31 December 2012
"Antitrust Conditions"	the antitrust conditions as set out in Appendix 1 to this announcement
"associated undertaking"	shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium‑sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)
"associates"	shall be construed in accordance with the Listing Rules
"Authorisations"	authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals
"Bidco Group"	Eurasian Resources, Holdco and Holdco's subsidiary undertakings (excluding the Wider ENRC Group) and, where the context permits, each of them
"Bidco Share Security Agreement"	the share pledge agreement dated on or before the date of this announcement entered into by Holdco, Eurasian Resources and VTB Capital as security agent, as described in paragraph 10 of this announcement
"Business Day"	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
"certificated" or "certificated form"	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
"Closing Price"	the closing middle market price of an ENRC Share or a Kazakhmys Share (as the context requires) as derived from the Daily Official List on any particular date
"COMESA"	the Common Market for Eastern and Southern Africa
"COMESA Member States"	Burundi, Comoros, the Democratic Republic of Congo, Djibouti, Egypt, Eritrea, Ethiopia, Kenya, Libya, Seychelles, Swaziland, Madagascar, Malawi, Mauritius, Rwanda, Sudan, Uganda, Zambia and Zimbabwe
"Conditions"	the conditions of the Offer, as set out in Appendix 1 to this announcement and to be set out in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance
"Confidentiality Agreement"	the confidentiality agreement which was entered into by ENRC and the Founders on 31 May 2013, and by the State Property and Privatisation Committee on 1 June 2013, details of which are described in paragraph 15 of this announcement
"Consortium"	collectively, the Founders and the State Property and Privatisation Committee
"Consortium Group"	each member of the Consortium and their respective associated undertakings and any other body corporate, partnership, joint venture or person in which any Consortium member and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent, and where the context requires, each of them (but excluding the Wider ENRC Group, the Bidco Group, Kazakhmys and Kazakhmys' associated undertakings)
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)
"Daily Official List"	means the daily official list of the London Stock Exchange
"Eligible Voting Share Capital"	the Kazakhmys Shares held by Kazakhmys shareholders who are entitled to vote on the Transaction Approval Resolution and the Share Repurchase Resolution at the Kazakhmys General Meeting
"ENRC"	Eurasian Natural Resources Corporation PLC, a public limited company incorporated in England and Wales with registered number 6023510
"ENRC Group"	ENRC and its subsidiary undertakings and where the context permits, each of them
"ENRC Independent Committee"	the Independent Committee of the board of ENRC, formed for purposes of considering the Offer
"ENRC Shareholder(s)"	holders of ENRC Shares other than Eurasian Resources
"ENRC Share Plans"	ENRC Deferred Share Plan and ENRC Long Term Incentive Plan
"ENRC Share(s)"	the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of US$0.20 each in the capital of ENRC and any further shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date or dates as Eurasian Resources may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Offer, as Eurasian Resources may decide) but excluding in both cases any such shares held or which become held in treasury
"ENRC Share Security Agreement"	the share pledge agreement dated on or before the date of this announcement entered into by Eurasian Resources and VTB Capital as security agent, as described in paragraph 10 of this announcement
"Eurasian Resources"	Eurasian Resources Group B.V., formerly known as Eleanor Investments B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, registered with the trade register of the Chambers of Commerce under file number 57923272, formed at the direction of the Consortium for purposes of the Offer
"Euroclear"	Euroclear UK & Ireland Limited
"FCA" or "Financial Conduct Authority"	Financial Conduct Authority or its successor from time to time
"Form of Acceptance"	the form of acceptance and authority for use by ENRC Shareholders in connection with the Offer
"Founders"	Patokh Chodiev, Alijan Ibragimov and Alexander Machkevitch
"Holdco"	Eurasian Resources Group, formerly known as Eleanor Investments S.à r.l, a limited liability company (société à responsibilité limiteé) incorporated and registered with the Luxembourg Trade and Companies' Register under number B177275, formed at the direction of the Consortium for purposes of the Offer
"IFRS"	international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union
"Implementation Agreement"	the implementation agreement dated 24 June 2013 between Eurasian Resources and Kazakhmys, details of which are described in paragraph 14 of this announcement
"Kazakh Government"	the Government of the Republic of Kazakhstan
"Kazakhmys"	Kazakhmys PLC, a public limited company incorporated in England and Wales with registered number 05180783
"Kazakhmys Circular"	the shareholder circular containing details of the Kazakhmys Resolutions and notice to convene the Kazakhmys General Meeting that has been prepared in accordance with the Listing Rules
"Kazakhmys Concert Group"	collectively, Vladimir Kim, Oleg Novachuk and Eduard Ogay
"Kazakhmys Consideration Share(s)"	62,121,696 Kazakhmys Shares owned by Eurasian Resources and to be offered to Relevant ENRC Shareholders under the Offer
"Kazakhmys Consideration Shares Restricted Jurisdiction"	any jurisdiction in which an offer of Kazakhmys Consideration Shares would constitute a violation of relevant laws or require registration of the Kazakhmys Consideration Shares
"Kazakhmys General Meeting"	the general meeting of Kazakhmys shareholders to be convened to consider and, if thought fit, to approve the Kazakhmys Resolutions, and any adjournment thereof
"Kazakhmys Group"	Kazakhmys and its subsidiary undertakings and where the context permits, each of them
"Kazakhmys Independent Shareholders"	the holders of shares in Kazakhmys from time to time, excluding Eurasian Resources, the Consortium members, and their respective concert parties and associates, and the Kazakhmys Concert Group
"Kazakhmys Irrevocable Undertaking"	the irrevocable undertaking given by Kazakhmys with respect to the Offer as described in paragraph 4 and Appendix 3 to this announcement
"Kazakhmys Resolutions"	the Transaction Approval Resolution, the Share Repurchase Resolution and the Whitewash Resolution to be proposed to Kazakhmys shareholders at the Kazakhmys General Meeting, as described in paragraph 13 of this announcement
"Kazakhmys Share(s)"	the ordinary shares of 20 pence each in the capital of Kazakhmys
"Kazakhmys Share Repurchase"	the purchase of 77,041,147 Kazakhmys Shares by Kazakhmys pursuant to the Share Repurchase Agreement, as described in paragraph 12 of this announcement
"Kazakhstan Stock Exchange"	Kazakhstan Stock Exchange Joint-Stock Company
"Listing Rules"	the listing rules, made by the FCA under Part 6 the Financial Services and Markets Act 2000
"London Stock Exchange"	the London Stock Exchange plc or its successor
"Offer"	the proposed acquisition by Eurasian Resources of the entire issued and to be issued share capital of ENRC (other than the ENRC Shares already held by Eurasian Resources) by means of a contractual takeover offer on the terms and subject to the Conditions to be set out in the Offer Document and (in respect of ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance, or should Eurasian Resources so elect (with the consent of the Panel), by means of a Scheme, including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it
"Offer Document"	the document containing and setting out the terms and conditions of the Offer to be published by Eurasian Resources
"Offer Period"	the period commencing on (and including) 19 April 2013 and ending on whichever of the following dates shall be the latest: (i) 1.00 p.m. on the first closing date of the Offer; (ii) the date on which the Offer lapses or is withdrawn in accordance with its terms; and (iii) the date on which the Offer becomes or is declared unconditional as to acceptances (or, if the Offer is implemented by way of a Scheme, the date on which the Scheme becomes effective in accordance with its terms)
"Official List"	the Official List of the FCA
"Opening Position Disclosure"	has the meaning given to it in Rule 8 of the Takeover Code
"Panel"	the Panel on Takeovers and Mergers
"Prospectus"	the prospectus to be published by Kazakhmys in respect of the Kazakhmys Consideration Shares
"Prudential Regulation Authority"	Prudential Regulation Authority or its successor from time to time
"Receiving Agent"	Computershare Investor Services PLC, as the receiving agent for the Offer
"Regulations"	the Uncertificated Securities Regulations 2001
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements
"Relevant ENRC Shareholder(s)"	holders of ENRC Shares other than Eurasian Resources and the Kazakhmys Group
"relevant securities"	as the context requires, (i) ENRC Shares and other securities of ENRC which carry voting rights; (ii) Kazakhmys Shares and other Kazakhmys securities carrying similar rights to the Kazakhmys Shares; (iii) equity share capital of Eurasian Resources; and (iv) any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to ENRC Shareholders in that jurisdiction
"Rule 9 Waiver"	a waiver from the Panel of the obligation for the Kazakhmys Concert Group to make a general offer for Kazakhmys that would otherwise arise as a result of the Kazakhmys Share Repurchase
"Sberbank CIB"	Closed Joint-Stock Company "Sberbank CIB", a closed joint-stock company incorporated in the Russian Federation
"Sberbank Facility Agreement"	the US$750,000,000 facility agreement dated on or before the date of this announcement between Eurasian Resources, Holdco, Sberbank of Russia as agent and security agent and Sberbank of Russia as arranger and lender, as described in paragraph 10 of this announcement
"Sberbank of Russia"	Sberbank of Russia, a bank organised under the laws of the Russian Federation
"Scheme"	a scheme of arrangement under Part 26 of the 2006 Act, with or subject to any modification, addition or condition which Eurasian Resources and ENRC may agree, and if required, the Court may approve or impose
"SFO"	the Serious Fraud Office
"Share Repurchase Agreement"	the share repurchase agreement dated 24 June 2013 between Eurasian Resources and Kazakhmys, details of which are described in paragraph 12 of this announcement
"Share Repurchase Resolution"	the special resolution to be proposed at the Kazakhmys General Meeting for purposes of approving the terms of the Share Repurchase Agreement, as described in paragraph 13 of this announcement
"State Property and Privatisation Committee "	the State Property and Privatisation Committee of the Ministry of Finance of the Republic of Kazakhstan
"subsidiary", "subsidiary undertaking" and "undertaking"	shall be construed in accordance with the 2006 Act
"Takeover Code"	the City Code on Takeovers and Mergers issued by the Panel
"Transaction Approval Resolution"	the resolution to be proposed at the Kazakhmys General Meeting for purposes of approving, inter alia, the publication by Kazakhmys of the Prospectus, the disposal by the Kazakhmys Group of its ENRC Shares pursuant to the Offer and the Kazakhmys Share Repurchase, as described in paragraph 13 of this announcement
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction
"US Person"	a US person as defined in Regulation S under the US Securities Act
"US Securities Act"	the US Securities Act of 1933 and the rules and regulations promulgated thereunder
"VTB Capital"	VTB Capital plc
"VTB Facility Agreement"	the US$1,000,000,000 facility agreement dated on or before the date of this announcement between Eurasian Resources, Holdco, VTB Capital as agent and security agent and VTB Capital as arranger and lender, as described in paragraph 10 of this announcement
"Whitewash Resolution"	the whitewash resolution to be proposed at the Kazakhmys General Meeting for purposes of approving the waiver of Rule 9 of the Takeover Code, as described in paragraph 13 of this announcement
"Wider ENRC Group"	ENRC and associated undertakings and any other body corporate, partnership, joint venture or person in which ENRC and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent

All times referred to are London time unless otherwise stated.

All references to "GBP", "pence", "sterling" or"£" are to the lawful currency of the United Kingdom.

All references to "US dollar", "USD", "US$" or "$" are to the lawful currency of the United States.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS

The company news service from the London Stock Exchange

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