Response to recent press speculation - ENRC plc

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

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code (the "Code") and there can be no certainty that an offer will be made.

Notification regarding Eurasian Natural Resources Corporation plc

In response to the recent press speculation, a newly incorporated company ("Bidco") 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"), confirms that it is in the advanced stages of preparation of a possible offer to be made for the entire issued and to be issued share capital of ENRC (other than the ENRC Shares already held by Bidco) (the "Offer").

In the event that the Offer is made, relevant ENRC shareholders will be offered:

On the basis of a $/£ exchange rate of 1.538 and the closing price of 269.4 pence per Kazakhmys share on 21 June 2013 (being the last business day prior to the date of this announcement), the Offer would value each ENRC share at approximately 234.3 pence and the fully diluted share capital of ENRC at approximately £3,043 million.

The Kazakhmys shares that would be offered under the Offer are owned by Bidco.

It is a pre-condition to Bidco making the Offer that Kazakhmys delivers an irrevocable undertaking to accept the Offer (subject to Kazakhmys shareholder approval) in respect of Kazakhmys' holding of 334,824,860 ENRC shares (representing approximately 26.0 per cent. of the existing issued share capital of ENRC). This pre-condition is non-waivable.

The Offer, if made, will have a non-waivable acceptance condition of 75 per cent.

Bidco 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 Kazakhmys validly accepting the Offer, the Offer would become unconditional as to acceptances.

There can be no certainty that an offer will be made for ENRC, even if the pre-condition is satisfied.

In accordance with Rule 2.6(a) of the Code, Bidco must, by not later than 5.00 p.m. on 24 June 2013, either announce a firm intention to make an offer for ENRC in accordance with Rule 2.7 of the Code or announce that there is no intention to make an offer for ENRC, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

24 June 2013

For further information please contact: 

This announcement has been issued on behalf of Bidco and is the sole responsibility of Bidco.

Société Générale is acting solely for Bidco and its immediate parent company (Holdco) in connection with the Offer and no one else and will not be responsible to anyone other than Bidco 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.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) 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 Code, any person who is, or becomes, interested in 1 per cent. 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 Takeover 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.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any restricted jurisdictions, on www.machkevitchconsortiumoffer.com no later than 12:00 noon (London time) on 25 June 2013 (being the business day following the date of this announcement) in accordance with Rule 30.4 of the Code.