TIDMENRC TIDMKAZ
RNS Number : 7787P
Eurasian Resources Group B.V.
04 October 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT ACQUIRE ANY
KAZAKHMYS CONSIDERATION SHARES EXCEPT ON THE BASIS OF INFORMATION
IN THE PROSPECTUS PUBLISHED BY KAZAKHMYS PLC ON 7 AUGUST 2013 AND
THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY KAZAKHMYS PLC ON 22
AUGUST 2013
FOR IMMEDIATE RELEASE
4 October 2013
Offer
for
Eurasian Natural Resources Corporation PLC
by
Eurasian Resources Group B.V.
Offer Unconditional as to Acceptances and Extension of Offer
Introduction
On 24 June 2013 the board of Eurasian Resources Group B.V.
("Eurasian Resources") announced the terms of an offer to be made
by Eurasian Resources for the entire issued and to be issued share
capital of Eurasian Natural Resources Corporation PLC ("ENRC")
(other than the ENRC Shares already held by Eurasian Resources)
(the "Offer"). The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document issued
by Eurasian Resources on 7 August 2013 (the "Offer Document").
Eurasian Resources is pleased to announce that the Offer has
become unconditional as to acceptances. Further details are set out
below.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document, a copy of which is available at
www.machkevitchconsortiumoffer.com.
Acceptance by Kazakhmys
As set out in the announcement made by Eurasian Resources on 30
September 2013, Eurasian Resources requested, pursuant to the terms
of the Kazakhmys Irrevocable Undertaking, that Kazakhmys accept the
Offer on 4 October 2013. Eurasian Resources is pleased to confirm
that Kazakhmys has now accepted the Offer and accordingly the Offer
has become unconditional as to acceptances.
Level of acceptances
As at 11.00 a.m. (London time) on 4 October 2013, Eurasian
Resources had received valid acceptances of the Offer in respect of
545,309,781 ENRC Shares (representing approximately 42.34 per cent.
of the issued share capital of ENRC). In addition, Eurasian
Resources already owns 693,922,241 ENRC Shares (representing
approximately 53.88 per cent. of the issued share capital of ENRC).
Accordingly, as at 11.00 a.m. on 4 October 2013, Eurasian Resources
either owned or had received valid acceptances of the Offer in
respect of 1,239,232,022 ENRC Shares, representing approximately
96.23 per cent. of the issued share capital of ENRC, which Eurasian
Resources may count towards the satisfaction of the acceptance
condition to the Offer.
Of these acceptances, acceptances have been received in respect
of 334,824,860 ENRC Shares (representing approximately 26 per cent.
of the issued share capital of ENRC) which were subject to the
Kazakhmys Irrevocable Undertaking.
So far as Eurasian Resources is aware, none of these acceptances
have been received from persons acting in concert with Eurasian
Resources other than the Kazakhmys Group.
The percentages of ENRC Shares referred to in this announcement
are based upon a figure of 1,287,750,000 ENRC Shares in issue on 4
October 2013.
Extension of Offer
The Offer, which remains subject to the other terms and
Conditions set out in the Offer Document, is being extended and
will remain open for acceptance until the next closing date which
will be 1.00 p.m. (London time) on 25 October 2013, by which date
all outstanding Conditions need to be satisfied or waived in
accordance with the terms of the Offer Document.
ENRC Shareholders who have not yet accepted the Offer are urged
to do so by the following deadlines:
-- If you hold your ENRC Shares in certificated form (that is,
not in CREST), you should complete and return the Form of
Acceptance, which accompanied the Offer Document, to the Receiving
Agentas soon as possible so it isreceived by no later than 1.00
p.m. (London time) on 25 October 2013.
-- If you hold ENRC Shares in uncertificated form (that is, in
CREST), your electronic acceptance should be made and settled, in
accordance with the instructions set out in the Offer Document, as
soon as possible and in any event, by no later than 1.00 p.m.
(London time) on 25 October 2013.
Settlement
Subject to the Offer becoming or being declared unconditional in
all respects, settlement of the consideration to which any ENRC
Shareholder is entitled under the Offer will be effected, in the
case of acceptances received, complete in all respects, by the date
on which the Offer becomes or is declared unconditional in all
respects, within 14 calendar days of such date, save as set out
below or in the Offer Document.
Kazakhmys Consideration Shares
Where an acceptance relates to ENRC Shares in certificated form,
Kazakhmys' registrar will issue definitive certificates for the
Kazakhmys Consideration Shares in the relevant accepting ENRC
Shareholders' names after receiving the duly stamped stock transfer
forms. The Receiving Agent has been instructed to arrange for the
stamping of the relevant stock transfer forms as promptly as
possible, with a view to definitive certificates for the Kazakhmys
Consideration Shares being despatched within 14 calendar days of
the Offer becoming or being declared unconditional in all respects.
However, the time required for stamping the relevant stock transfer
forms depends on the workload of the Stamp Office and the
availability of "same-day stamping" services. Accordingly, it is
possible that definitive certificates for the Kazakhmys
Consideration Shares may not be despatched to accepting ENRC
Shareholders within that 14 calendar day period. In such event,
definitive certificates for the Kazakhmys Consideration Shares
would be despatched as soon as possible thereafter.
Interest in ENRC Shares
As at 3 October 2013 (being the latest practicable date prior to
the date of this announcement), persons acting in concert with
Eurasian Resources held, in aggregate, 337,065,624 ENRC Shares
(including those held by the Kazakhmys Group and its concert
parties), representing approximately 26.17 per cent of the issued
share capital of ENRC.
Save as disclosed above, as at 3 October 2013 (being the latest
practicable date prior to the date of this announcement), neither
Eurasian Resources, nor any person acting in concert with Eurasian
Resources, is interested in, or has any rights to subscribe for any
relevant securities of ENRC, or has any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of ENRC. For these purposes,
"arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of any relevant securities of ENRC and any borrowing or
lending of any relevant securities of ENRC which have not been
on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to any relevant securities of
ENRC.
In accordance with Rule 30.4 of the Takeover Code, a copy of
this announcement will be available on Eurasian Resources' website
at www.machkevitchconsortiumoffer.com by no later than 12 noon on 7
October 2013.
Enquiries: Tel: +44 207 676
6000
Société Tel: +7 (495) 258
Générale 0502
Jan Sanders Tel: +44 203 334
Claude Herskovits 8000
Tel: +44 207 831
Sberbank CIB 3113
Sergei Chinkis
Angelo Morganti
VTB Capital
Andrew Hollins
FTI Consulting
John Waples
Ed Bridges
Ben Brewerton
Société Générale is acting solely for Eurasian Resources and
Holdco in connection with the Offer and no one else and will not be
responsible to anyone other than Eurasian Resources and Holdco 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.
Sberbank CIB is a Russian joint-stock company authorised and
regulated by the Federal Financial Markets Service in the Russian
Federation, and is acting exclusively for Eurasian Resources and no
one else in connection with the Offer and will not be responsible
to anyone other than Eurasian Resources for providing the
protections afforded to clients of Sberbank CIB nor for giving
advice in relation to the Offer or any other transaction or
arrangement referred to in this announcement.
VTB Capital is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom and is acting
exclusively for Eurasian Resources and no one else in connection
with the Offer and will not be responsible to anyone other than
Eurasian Resources for providing the protections afforded to
clients of VTB Capital nor for giving advice in relation to the
Offer or any matter or arrangement referred to in this
announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer 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 Offer or otherwise. The Offer is being
made solely through the Offer Document, which contains the full
terms and conditions of the Offer, including details of how to
accept the Offer. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer
Document and (in respect of the ENRC Shareholders who hold ENRC
Shares in certificated form) the Form of Acceptance. Relevant ENRC
Shareholders are also directed to the Prospectus and the
supplementary prospectus (for which each of Eurasian Resources,
Holdco and the Consortium members and (as relevant) each of their
respective shareholders, affiliates, directors, employees, officers
and advisers has no, and disclaims all, responsibility and
liability) which were published by Kazakhmys on 7 August 2013 and
22 August 2013 respectively, and contain information about
Kazakhmys and the Kazakhmys Consideration Shares.
This announcement has been prepared in accordance with English
law and the Takeover Code and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England and Wales. The Offer is
subject to the applicable rules and regulations of the Financial
Conduct Authority, the London Stock Exchange and the Takeover
Code.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of the Offer to
Relevant ENRC Shareholders who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Relevant ENRC
Shareholders who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable
requirements.
Unless otherwise determined by Eurasian Resources or required by
the Takeover Code and in either case subject to and in accordance
with applicable law and regulation, the Offer is not being made,
and will not be made, directly or indirectly, in or into the United
States or any other Restricted Jurisdiction or by the use of the
mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, fax transmission, telex,
telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national
state or other securities exchange of the United States or any
other Restricted Jurisdiction and will not be capable of acceptance
by any such use, means, instrumentality or facility or from within
the United States (or by or on behalf of any Relevant ENRC
Shareholder that is resident in the United States) or any other
Restricted Jurisdiction.
Accordingly, unless otherwise determined by Eurasian Resources
or required by the Takeover Code and in either case subject to and
in accordance with applicable law and regulation, copies of this
announcement and the Offer Document and any other documents or
materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed, sent or otherwise made available (including, without
limitation, by custodians, nominees or trustees) in, into or from
the United States or any other Restricted Jurisdiction and persons
receiving this announcement (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise
forward, distribute, send or otherwise make it available in, into
or from such jurisdiction. Any person (including, without
limitation, any custodian, nominee and trustee) who would, or
otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Document
and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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