TIDMKAZ
RNS Number : 5110W
Nova Resources B.V.
26 April 2021
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
26 April 2021
RECOMMED CASH ACQUISITION
of
KAZ MINERALS PLC
by
NOVA RESOURCES B.V.
(a company indirectly owned by joint offerors (i) Oleg Novachuk
and (ii) Vladimir Kim)
Compulsory acquisition of outstanding KAZ Minerals Shares
1. Introduction
On 9 April 2021, Nova Resources B.V. ("Bidco") announced that
its recommended increased cash offer for the entire issued and to
be issued share capital of KAZ Minerals PLC ("KAZ Minerals") (other
than the KAZ Minerals Shares already owned or controlled by members
of the Consortium) (the "Final Increased Offer") had been declared
unconditional in all respects. The full terms and conditions of the
Final Increased Offer were set out in the original offer document
dated 8 February 2021, as revised by the final increased offer
document published on 26 March 2021 (the "Final Offer
Document").
Bidco is pleased to announce that, as at 3.00 p.m. (London time)
on 23 April 2021, it had received valid acceptances of the Final
Increased Offer in respect of a total of 266,730,147 KAZ Minerals
Shares, representing approximately 56.43 per cent. of the existing
issued share capital of KAZ Minerals and approximately 93.07 per
cent. of the KAZ Minerals Shares to which the Final Increased Offer
relates.
2. Compulsory acquisition
Accordingly, as Bidco has now received acceptances under the
Final Increased Offer in respect of more than 90 per cent. in value
of the KAZ Minerals Shares to which the Final Increased Offer
relates and of the voting rights carried by those shares, Bidco
will soon be exercising its right to implement the procedure under
Chapter 3 of Part 28 of the Companies Act 2006 (the "Act") to
compulsorily acquire all of the outstanding KAZ Minerals Shares
which it does not already hold or has not already acquired,
contracted to acquire or in respect of which it has not already
received valid acceptances.
Bidco will shortly despatch formal compulsory acquisition
notices under sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to KAZ Minerals Shareholders who have not yet
accepted the Final Increased Offer. These notices will set out
Bidco's intention to apply the provisions of section 979 of the Act
to acquire compulsorily any remaining KAZ Minerals Shares in
respect of which the Final Increased Offer has not been accepted on
the same terms as the Final Increased Offer.
If any of the KAZ Minerals Shareholders have not accepted the
Final Increased Offer and have not applied to the court in respect
of all their holding of KAZ Minerals Shares by six weeks from the
date of the Compulsory Acquisition Notices, the KAZ Minerals Shares
held by those KAZ Minerals Shareholders who have not accepted the
Final Increased Offer will be acquired compulsorily by Bidco on the
same terms as the Final Increased Offer. The consideration to which
those KAZ Minerals Shareholders will be entitled will be held by
KAZ Minerals as a trustee on their behalf and they will be
requested to claim their consideration by writing to KAZ Minerals
at the end of the six-week period.
KAZ Minerals Shareholders who have not yet accepted the Final
Increased Offer are urged to do so as soon as possible.
3. Procedure for acceptance of the Final Increased Offer
KAZ Minerals Shareholders who have not yet accepted the Final
Increased Offer may do so as follows:
(a) if you hold your KAZ Minerals Shares, or any of them, in
certificated form (that is, not in CREST), you should complete,
sign and return a Form of Acceptance (witnessed, where relevant)
(together with your share certificate(s) and/or other document(s)
of title) by post as soon as possible and in any event so as to be
received by the Receiving Agent, Computershare; or
(b) if you hold your KAZ Minerals Shares, or any of them, in
uncertificated form (that is, in CREST) you should NOT complete,
sign and return any Form of Acceptance but instead follow the
procedure for Electronic Acceptance through CREST so that the TTE
instruction settles as soon as possible. If you hold your KAZ
Minerals Shares as a CREST sponsored member, acceptance of the
Final Increased Offer should be referred to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
Full details of the procedure to accept the Final Increased
Offer are set out in paragraph 14 of Part 2 of the Final Offer
Document and, in respect of certificated KAZ Minerals Shares, in
either of the Forms of Acceptance. The Final Offer Document is
available, subject to certain restrictions to persons resident in a
Restricted Jurisdiction, on Bidco's website at
http://www.novaresourcesbv.com/Announcements.html and on KAZ
Minerals' website at
https://www.kazminerals.com/investors/announcement/details/.
KAZ Minerals Shareholders with any questions relating to the
completion and return of any Form of Acceptance or the making of an
Electronic Acceptance (as the case may be) should contact the
Receiving Agent, Computershare, between 8.30 a.m. and 5.30 p.m.
Monday to Friday (except UK public holidays) on (0) 370 707 1100
(if calling from within the UK) or +44 (0) 370 707 1100 (if calling
from outside the UK). Calls to the helpline from outside the UK
will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones. Calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the Final
Increased Offer nor give any financial, legal or tax advice.
4. Settlement of the Final Increased Offer
While the Final Increased Offer remains open for acceptance,
settlement of consideration to which any accepting KAZ Minerals
Shareholder (or the first-named shareholder in the case of joint
holders) is entitled under the Final Increased Offer shall be
effected within 14 calendar days of the date of receipt of such
acceptance which is valid and complete in all respects, in the
manner described in paragraph 15 of Part 2 of the Final Offer
Document.
Non-assenting KAZ Minerals Shareholders who do not accept the
Final Increased Offer will not receive payment until after the
compulsory acquisition has been implemented. Therefore accepting
the Final Increased Offer should enable you to receive your payment
more promptly than if the compulsory acquisition procedure is
followed.
5. General
The percentages of KAZ Minerals Shares referred to in this
announcement are based on a figure of 472,670,698 KAZ Minerals
Shares in issue, excluding shares held in treasury, on 23 April
2021 (being the last Business Day prior to the date of this
announcement).
The definitions set out in the Final Offer Document have the
same meanings in this announcement.
Enquiries
Bidco / VTB Capital (Financial adviser to Bidco)
Alexander Metherell +44 (0) 20 3334 8000
Giles Coffey
Elena Loseva
Hudson Sandler (Financial PR adviser to Bidco)
Charlie Jack +44 (0) 20 7796 4133
Katerina Parker
Elfie Kent
Clifford Chance LLP is acting as legal adviser to Holdco and
Bidco.
Important notices
VTB Capital, which is authorised by the PRA and regulated by the
PRA and the FCA in the United Kingdom, is acting exclusively for
Bidco and no one else in connection with the Acquisition and will
not be responsible to anyone other than Bidco for providing the
protections afforded to clients of VTB Capital nor for giving
advice in relation to the Acquisition or any matter or arrangement
referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell 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
Acquisition or otherwise. The Acquisition is being made solely
through the Final Offer Document, which together with the
associated Second Form of Acceptance contains the full terms and
conditions of the Acquisition, including details of how to accept
the Acquisition. Any acceptance or other response to the
Acquisition should be made only on the basis of the information in
the Final Offer Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The Acquisition is subject to the applicable rules and
regulations of the FCA, the London Stock Exchange and the Takeover
Code.
The availability of the Acquisition to KAZ Minerals Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders are contained in the Final Offer
Document.
Unless otherwise determined by Bidco or required by the Takeover
Code (and permitted by applicable law and regulation), the
Acquisition is not being communicated, and will not be
communicated, directly or indirectly, in or into, or by use of
mails of or any means or instrumentality (including, but not
limited to, by mail, telephonically or electronically by way of
internet or otherwise) of interstate or foreign commerce of, or by
any facilities of a national, state or securities exchange of, any
Restricted Jurisdiction and will not be capable of acceptance by
any such use, means, instrumentality or facility or from within
such Restricted Jurisdiction. Accordingly, unless otherwise
determined by Bidco or required by the Takeover Code and permitted
by applicable law and regulation, copies of this announcement and
any Form of Acceptance are not being, and must not be, directly or
indirectly mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction. Accordingly,
any person (including, without limitation, any custodian, nominee
or trustee) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this announcement to
any jurisdiction outside the United Kingdom, should inform
themselves of, and observe, these restrictions and must not,
directly or indirectly, mail, send or otherwise forward or
distribute them in, into or from any Restricted Jurisdiction. Doing
so may render any purported acceptance of the Final Increased Offer
invalid.
Notice to US investors in KAZ Minerals
The Acquisition relates to the shares of an English company and
is being made by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Final
Increased Offer will be made in the United States pursuant to all
applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US
Securities and Exchange Act of 1934 (the "US Exchange Act") and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Acquisition will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. The Takeover Offer is being made
in the United States by Bidco and no one else.
Furthermore, the payment and settlement procedure with respect
to the Final Increased Offer will comply with the relevant United
Kingdom rules, which differ from US payment and settlement
procedures, particularly with regard to the date of payment of
consideration.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, VTB Capital and their
respective affiliates may continue to act as exempt principal
traders or exempt market makers in KAZ Minerals Shares on the
London Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law, as permitted by Rule 14e-5(b)(9) under
the US Exchange Act.
In addition, Bidco, its affiliates, their advisors, and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in KAZ Minerals outside the
Acquisition, such as in open market purchases or privately
negotiated purchases, during the period in which the Acquisition
remains open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the US and
would comply with applicable law, including United Kingdom laws and
the US Exchange Act. Any such purchases by Bidco or its affiliates
will not be made at prices higher than the price of the Acquisition
provided in this announcement unless the price of the Acquisition
is increased accordingly. Any information about such purchases or
arrangements to purchase shall be disclosed as required under
United Kingdom laws and will be available to all investors
(including US investors) via the Regulatory Information Service on
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the
United States.
The financial statements, and all financial information included
in this announcement or that may be included in the Final Offer
Document, have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial statements and information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US ("US
GAAP"). US GAAP differs in certain significant respects from
accounting standards applicable in the United Kingdom. None of the
financial information in this announcement has been audited in
accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
Neither the Acquisition nor this announcement have been approved
or disapproved by the SEC, any state securities commission in the
United States or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of
the information contained in this announcement or the merits of
this Final Increased Offer. Any representation to the contrary is a
criminal offence in the US.
The receipt of cash by a US holder as consideration for the
transfer of its KAZ Minerals Shares pursuant to the Acquisition
will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US holder of KAZ Minerals Shares
is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him or her.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Bidco's website at
http://www.novaresourcesbv.com/Announcements.html and on KAZ
Minerals' website at
https://www.kazminerals.com/investors/announcement/details/ by no
later than 12 noon (London time) on the Business Day following the
date of this announcement. The content of the websites referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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END
OUPUVRKRAUUSUAR
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