27th Sep 2006 07:03
Kazakhmys PLC27 September 2006 27 September 2006 Kazakhmys PLC - Share transfers involving major shareholders Kazakhmys PLC today announces the following transfers involving the major shareholders. Mr Cha - Mr Cha will today place up to approximately 2.0% of Kazakhmys PLCvia an accelerated bookbuilding in the London market (the "LondonPlacing"), thereby increasing the free-float of the Company's shares. Asannounced separately on 19 September 2006, Mr Cha has informed the Board of hisintention to step down as Chief Executive on 31 December 2006, following whichhe will act as Special Adviser to the Board of Kazakhmys PLC. - As announced separately on 19 September 2006, Kazakhmys PLC isalso in the process of making an application to Kazakhstan's listingauthorities for the Company's Ordinary Shares to be listed and admitted totrading on the Kazakhstan Stock Exchange ("Admission"). Following Admission andsubject to obtaining the necessary regulatory approvals in Kazakhstan, Mr Chaintends to satisfy the demand for Kazakhmys PLC's shares among Kazakh investorsby selling, subject to demand, up to approximately 2% (or up to approximately9.35 million shares) (the "Kazakh Placing"). Admission is expected to occur inthe course of the fourth quarter of 2006. Should, as a function of demand inKazakhstan, fewer shares be sold in the Kazakh Placing at such time, Mr VladimirKim has agreed to purchase any such balance from Mr Cha. - In addition, Mr Cha and Mr Kim have agreed for Mr Cha to sell aninterest of approximately 7.1% of Kazakhmys PLC to Mr Kim, once Kazakhregulatory approvals have been obtained. This sale will be effected at a priceclose to market value. A separate announcement will be made upon the completionof such sale. - In relation to Mr Cha's remaining shareholding, which followingthese transactions is expected to be approximately 4.5% of theCompany, Mr Cha has entered into a lock-up arrangement with JPMorgan Cazenoveand Credit Suisse (the "Banks") pursuant to which he will not sell any sharesfor the next 90 days. Other transactions - In conjunction with Mr Cha's London Placing, Kinton Trade Limited, in which Mr Oleg Novachuk has a beneficial interest of 50%, will todayplace up to approximately 0.28% of Kazakhmys PLC in the London market, therebyalso increasing the free-float of the Company's shares. - Mr Novachuk, who currently holds a beneficial 11% interest in Kazakhmys PLC,has decided to transfer a beneficial interest of 2.5% and 0.9% in Kazakhmys PLCto Mr Ruslan Yun and Mrs Gafura Ibrayeva respectively to settle amountshe owes to Mr Yun and Mrs Ibrayeva for acquisitions of shares from themwhich took place in the first half of 2005. These transfers will take place assoon as the required Kazakh regulatory approvals have been obtained. Aspreviously announced, Mr Yun has retired from his position as Chief Executive ofthe Company's operating subsidiary in Kazakhstan, effective end of August 2006.Mrs Ibrayeva also resigned as Chief Financial Officer of this subsidiary,effective end of August 2006. - In recognition of Mr Vladimir Ni's longstanding business relationshipwith Mr Kim, Mr Kim will transfer a 2.5% beneficial interest inKazakhmys PLC to Mr Ni. This transfer will take place as soon as the requiredKazakh regulatory approvals have been obtained. Mr Ni is a director of KazakhmysPLC and serves as Chairman of the LLC Kazakhmys Corporation Board. - Mr Novachuk has entered into lock-up arrangements with the Bankspursuant to which he will not sell Kazakhmys PLC shares for the next 90days. Mr Ni has agreed that he will not sell Kazakhmys PLC shares in the courseof the next 6 months, although he will be permitted to transfer shares tomembers of his immediate family who will be subject to the same lock-uparrangements. Mr Yun and Mrs Ibrayeva have entered into lock-up arrangementswith the Banks pursuant to which they will not sell Kazakhmys PLC shares for thenext 12 months. The Company has been informed by the Banks that, pursuant to lock-uparrangements entered into in connection with the Company's IPO which expire on 7October 2006 (the "Undertakings"), the Banks have consented to thesetransactions where necessary. This consent has been granted only where necessaryand only in respect of shares which are the subject of the above transactions.The Undertakings shall otherwise remain in full force and effect up to andincluding 7 October 2006. The above transactions will be carried out through a number of corporateentities controlled by the relevant transferring parties. The details of theseentities and the transfers to be made by them are set out in the annexe to thisannouncement. Following the completion of the above transactions, the equityinterests of the executive members of our management team subject to thesetransactions will be as set out in the annexe. As a matter of policy, it is notthe intention of the Company's Remuneration Committee to make share awards incases where members of management already have a significant equityparticipation in the Company. City Code on Takeovers and Mergers (the "City Code") The Panel on Takeovers and Mergers (the "Panel") (the body which administers theCity Code) has said that Mr Kim, Mr Cha, Mr Ogay and the shareholders of KintonTrade Limited (Mr Novachuk and Mr Mamesh) together with the corporate vehiclesthrough which they hold shares in Kazakhmys PLC (Cuprum Holding BV, HarperFinance Limited and Perry Partners SA) (together the "Concert Party") constitutea concert party for the purposes of the City Code. The Concert Party, as a groupacting in concert, is interested in shares which carry 68.90% of the votingrights in Kazakhmys PLC. Following the share transfers announced today, theConcert Party will hold 66.62%(1) of the voting rights in Kazakhmys PLC. The Panel has consented to the share transfers announced today and has confirmedthat they do not trigger the Rule 9 mandatory bid requirements under the CityCode. Ends For further information please contact: Jinsoo Yang, Head of IR Tel: +44 20 7901 7813Sergei Stephantsov, Deputy Head of IR +44 20 7901 7814Kazakhmys PLC Robin Walker Tel: +44 20 7251 3801Zoe WattFinsbury Annexe The table below displays the equity interests of the executive members of ourmanagement team before these transactions and thereafter, assuming thecompletion of all above transactions as envisaged in this announcement: Director Number of Percentage of Number of Percentage of shares issued share shares after issued share before capital before transactions capital after transfers transfers transactions--------------------------------------------------------------------------Mr Kim 186,685,950 39.9 217,539,763 46.52 (2)Mr Cha 72,946,982 15.6 21,056,314 4.5Mr Novachuk 51,462,545 11.0 34,923,422 7.5Mr Ni Zero Zero 11,686,855 2.5Mr Ogay 5,134,427 1.1 5,134,427 1.1-------------------------------------------------------------------------- The table below displays the equity interests of the existing shareholdingentities (the "Entities") through which these executives hold their interests,before the aforementioned transactions and thereafter, assuming the completionof all above transactions as envisaged in this announcement: Entities Number of Percentage of Number of Percentage of shares issued share shares after issued share before capital before transactions capital after transfers transfers transactions--------------------------------------------------------------------------Cuprum Holding BV 135,944,325 29.08 135,944,325 29.08("Cuprum")Harper Finance 101,470,900 21.71 101,470,900 21.71Limited ("Harper")Kinton Trade 11,723,045 2.51 10,433,045 2.23Limited ("Kinton")Perry Partners SA 72,946,982 15.60 42,540,668 9.103("Perry") (3)-------------------------------------------------------------------------- Notes: To achieve this ownership structure, it is currently envisaged that: - The shares underlying the London Placing will be sold by Perry. - The shares underlying the Kazakh Placing will be sold by Perry. (In the event that, as a function of demand in Kazakhstan, not all suchshares have been placed, Mr Kim will purchase such equivalent interest inKazakhmys PLC through his acquisition of Perry from Mr Cha as will be necessaryto ensure that Mr Cha's beneficial interest in Kazakhmys PLC is reduced by 2% asa result of the Kazakh Placing and this transfer). - Thereafter, Mr Cha will sell 100% of Perry to Mr Kim, to give Mr Kiman indirect 7.1%(4) beneficial interest in Kazakhmys PLC at suchtime. Prior to this transfer, Mr Cha will procure the transfer from Perry of hisresidual stake of approximately 4.5% of Kazakhmys PLC which Mr Cha willsubsequently hold either directly or through a 100% owned vehicle. - The shares subject to Mr Kim's transfer of 2.5% of Kazakhmys PLCto Mr Ni will be transferred by Perry following Mr Kim's acquisition of Perryfrom Mr Cha. - Mr Novachuk will transfer such interest in Harper to Mr Yun and Mrs Ibrayeva as will be necessary to achieve the transfers of beneficialinterests of 2.5% and 0.9% in Kazakhmys PLC to Mr Yun and Mrs Ibrayevarespectively. Notes to Editors Kazakhmys PLC's principal business is the mining, processing, smelting, refiningand sale of copper and copper products, including copper cathode and copper rod,which is carried on by the Group's main subsidiary LLC Kazakhmys Corporation.Based on 2005 production, the Group is the 10th largest producer of coppercathode and mined copper in the world. The Group's operations are verticallyintegrated. Kazakhmys operates 19 open pit and underground mines and twosmelting and refining complexes in the Republic of Kazakhstan. Kazakhmys alsoowns significant rail infrastructure in Kazakhstan and MKM, a copper productsfabrication company in Germany. (1) This figure assumes that no shares are placed by Mr Cha/Perry in the KazakhPlacing, and as a consequence, Mr Kim acquires this additional 2%. (2) This figure assumes that no shares are placed by Mr Cha/Perry in the KazakhPlacing, and as a consequence, Mr Kim acquires this additional 2%. (3) This figure assumes that no shares are placed by Mr Cha/Perry in the KazakhPlacing, and as a consequence, this additional 2% remains in Perry. (4) Where no shares have been placed in the Kazakh Placing, the indirectinterest acquired by Mr Kim at the time of acquisition of Perry will be 9.1%. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
KAZ.L