7th Jun 2013 08:51
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 SUCH JURISDICTION
07 June 2013
Transfer of shares in Kazakhmys PLC from JSC National Welfare Fund "Samruk-Kazyna" to the State Property and Privatisation Committee of the Ministry of Finance of the Republic of Kazakhstan
The Government of the Republic of Kazakhstan (the "Government") hereby announces that the Joint Stock Company National Welfare Fund "Samruk-Kazyna" (the "Fund"), which is 100% owned by the Government, has transferred for nil consideration 58,876,793 shares (11.24%*) in Kazakhmys PLC ("Kazakhmys") to the State Property and Privatisation Committee of the Ministry of Finance of the Republic Kazakhstan (the "Committee"). Following this transfer, the Committee is now the owner of 139,162,843 shares (26.57%*) in Kazakhmys.
The Government, Mr Chodiev, Mr Ibragimov and Mr Machkevitch made an indicative proposal on 16 May 2013 to the Independent Committee of the Board of Eurasian Natural Resources Corporation PLC ("ENRC") (the "Proposal"). The Proposal envisaged that the 139,162,843 shares (26.57%*) in Kazakhmys held by the Government would be used as consideration in any offer to acquire the entire issued and to be issued share capital of ENRC (other than the ENRC shares held by the Government, Mr Chodiev, Mr Ibragimov and Mr Machkevitch).
The purpose of the transfer from the Fund to the Committee is to simplify the Government's holding structure by reducing the number of parties involved and thereby expedite the process of preparing for an offer for ENRC.
* percentage figures indicate percentage of total voting rights attached to shares held.
This announcement has been released by the Government of the Republic of Kazakhstan. It is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction.
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 8 June 2013 (being the business day following the date of this announcement) in accordance with Rule 30.4 of the Code.
Related Shares:
ENRC.LKAZ.L