2nd Aug 2013 10:15
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
2 August 2013
Kazakhmys PLC ("Kazakhmys" or the "Company")
RESULT OF GENERAL MEETING
Kazakhmys announces that at its General Meeting held today, all the Resolutions put to Kazakhmys Shareholders were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are shown below.
In accordance with the Listing Rules and the Companies Act 2006, Eurasian Resources and the members of the ENRC Consortium, and their respective associates, have not voted their interest in Kazakhmys Shares in respect of Resolutions 1 and 2 and, therefore, the poll votes received for these resolutions represent approximately 63% of the total number of Kazakhmys Shares eligible to vote.
In accordance with the Takeover Code: (i) Eurasian Resources and the members of the ENRC Consortium, and their respective associates and concert parties, have not voted their interest in Kazakhmys Shares; and (ii) the Kazakhmys Concert Party (comprising Vladimir Kim, Oleg Novachuk and Eduard Ogay) and their respective concert parties have not voted their interest in Kazakhmys Shares, in respect of Resolution 3 and, therefore, the poll votes received for this resolution represent approximately 27% of the total number of Kazakhmys Shares eligible to vote.
The Company currently holds 11,701,830 Kazakhmys Shares in treasury which do not carry voting rights.
Full details of the Resolutions passed, together with explanatory notes, are set out in the Shareholder Circular including Notice of General Meeting dated 12 July 2013 which is available on the Company's website at www.kazakhmys.com.
Resolutions 1 and 3 were proposed as ordinary resolutions and Resolution 2 was proposed as a special resolution.
Resolution | For/Discretion | Against | Total | Vote Withheld* |
1. To approve (1) the disposal of 334,824,860 ENRC Shares to Eurasian Resources, (2) the repurchase by the Company of 77,041,147 Kazakhmys Shares from Eurasian Resources, and (3) publication of a prospectus by the Company in connection with the ENRC Takeover Offer | 238,438,503 (98.73%) | 3,070,235 (1.27%) | 241,508,738
| 1,190,693 |
2. To approve the terms of the repurchase of 77,041,147 Kazakhmys Shares pursuant to the Share Repurchase Agreement | 238,536,639 (98.78%) | 2,951,463 (1.22%) | 241,488,102
| 1,211,332 |
3. To approve the Rule 9 Waiver granted by the Panel in connection with the increase in the Kazakhmys Concert Party's shareholding in the Company as a result of the Share Repurchase | 50,187,009 (93.96%) | 3,226,783 (6.04%) | 53,413,792
| 1,220,994 |
*'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
Following the passing of the Rule 9 Waiver Resolutions by the Independent Rule 9 Kazakhmys Shareholders, and assuming completion of the Share Repurchase and vesting of Ordinary Shares to the maximum extent possible under all approved LTIP awards granted to Oleg Novachuk and Eduard Ogay to date, but the Company makes no use of the buyback authority approved at the 2013 AGM, the Kazakhmys Concert Party's maximum potential interest in the voting share capital of the Company would be 42.26% of the total voting share capital of the Company.
Following the passing of the Resolutions, subject to the ENRC Takeover Offer being made pursuant to the Eurasian Resources Offer Document, the Kazakhmys Group will accept the ENRC Takeover Offer or vote in favour of the ENRC Takeover Scheme, as appropriate, pursuant to the Irrevocable Undertaking and, as agreed in the Implementation Agreement, Kazakhmys will publish the Prospectus.
In accordance with LR 9.6.2 of the UK Listing Authority, Kazakhmys has submitted copies of the Resolutions passed at its General Meeting to the National Storage Mechanism which will shortly be available for inspection at: www.hemscott.com/nsm.do.
Capitalised terms used in this announcement but not otherwise defined herein shall have the same meanings given in the Shareholder Circular including Notice of General Meeting dated 12 July 2013.
For further information please contact:
KazakhmysJohn Smelt Corporate Communications Tel: + 44 (0)20 7901 7882Robert Welch Company Secretary Tel: + 44 (0)20 7901 7831
College HillDavid Simonson Tel: + 44 (0)20 7457 2031Anca Spiridon Tel: + 44 (0)20 7457 2842
REGISTERED OFFICE6th Floor, Cardinal Place, 100 Victoria Street, London SW1E 5JL, United Kingdom.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase or exchange or the solicitation of an offer to sell, purchase or exchange any securities or the solicitation of any vote or approval in any jurisdiction. The ENRC Takeover Offer will be made solely by means of an Eurasian Resources Offer Document and the Forms of Acceptance accompanying the Eurasian Resources Offer Document, which will contain the full terms and conditions of the ENRC Takeover Offer, including details of how the ENRC Takeover Offer may be accepted. This announcement does not constitute a prospectus or a prospectus equivalent document and Kazakhmys Shares are not being offered to the public by means of this announcement.
Related Shares:
KAZ.L