Total Voting Rights

In conformity with 5.6.1R of the Disclosure Guidance and Transparency Rules (“the Rules”), the Company hereby notifies the market of the following:

At the date of this announcement, the total issued share capital of the Company comprises 480,723,977 ordinary shares.

The Company currently holds 7,433,681 ordinary shares in treasury and therefore the issued share capital of the Company which carries voting rights of one vote per share comprises 473,290,296 ordinary shares (excluding treasury shares).

 The above figure of 473,290,296 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Rules.

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Q1 2021 Production Report

KAZ MINERALS GROUP Production Report for the first quarter Ended 31 march 2021

  • Highlights
    • Group copper production1 of 72.4 kt (Q4 2020: 75.7 kt), on track to achieve annual guidance of 275-295 kt
    • Gold production2 of 39.9 koz (Q4 2020: 35.9 koz) as Bozymchak contributed for the full quarter following the restart of operations in December 2020
    • Net debt of $2,410 million (31 December 2020: $2,601 million) with $62 million of undrawn facilities and gross liquid funds of $1,298 million (31 December 2020: $1,299 million)
  • Covid-19 update
    • Ensuring the safety, health and wellbeing of employees and contractors remains the Group’s priority
    • Comprehensive measures, including testing and isolation, remain in place to protect staff and mitigate the risk of disruption to operations
    • These measures ensured that there was no major impact to the Group’s operations in Q1 resulting from Covid-19, other than minor delays to shipments across the Kazakhstan-China border
  • Aktogay
    • Q1 copper production1 rose to 33.9 kt (Q4 2020: 31.9 kt) due to increased ore throughput and a higher average recovery rate
    • Copper cathode production from oxide ore decreased to 3.3 kt (Q4 2020: 4.6 kt) due to lower ambient temperatures and maintenance
  • Bozshakol
    • Copper production2 reduced to 26.3 kt (Q4 2020: 31.3 kt) due to a lower ore throughput as a result of maintenance at the concentrators combined with lower average grades and recovery rate
    • Gold production2 of 26.2 koz (Q4 2020: 31.4 koz) impacted by reduced ore processed volumes and lower average
      grades and recovery rate
  • East Region and Bozymchak
    • Copper production2 of 12.2 kt (Q4 2020: 12.5 kt) as lower grade material was processed
    • Gold production2 of 13.7 koz (Q4 2020: 4.5 koz) following the restart of operations at the Bozymchak mine
    • Silver production of 431 koz (Q4 2020: 362 koz) and zinc in concentrate output of 9.6 kt (Q4 2020: 10.2 kt)  

Group production summary3

 

Q1 2021

Q4 2020

Q1 2020

Copper production1

kt

72.4

75.7

74.9

Aktogay

kt

33.9

31.9

33.3

Bozshakol

kt

26.3

31.3

29.8

East Region & Bozymchak

kt

12.2

12.5

11.8

Gold production2

koz

39.9

35.9

55.4

Silver production2

koz

763

732

793

Zinc in concentrate

kt

9.6

10.2

9.0

1 Payable metal in concentrate and copper cathode from Aktogay oxide ore.
2 Payable metal in concentrate.
3 See appendix for metal production by asset.

Andrew Southam, Chief Executive Officer, said: “The Group has delivered another strong quarter, with copper production of 72 kt, and is on track to achieve the full year guidance for all metals.” 

For further information please contact:

KAZ Minerals PLC

 

 

Ed Jack

Investor Relations, London

Tel: +44 20 7901 7882

Anna Mallere

Investor Relations, London

Tel: +44 20 7901 7814

Maksut Zhapabayev

Corporate Communications, Almaty

Tel: +7 727 244 03 53

Brunswick Group

 

 

Carole Cable, Charlie Pretzlik

 

 

Tel: +44 20 7404 5959

 

REGISTERED OFFICE

6th Floor, Cardinal Place, 100 Victoria Street, London SW1E 5JL, United Kingdom.

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ADJOURNMENT OF 2021 ANNUAL GENERAL MEETING

On 23 March 2021, KAZ Minerals PLC (the “Company”) announced that it had posted its notice of 2021 Annual General Meeting (the “2021 AGM”), due to be held on 29 April 2021.

On 9 April 2021, Nova Resources B.V. (“Bidco”) announced that its Final Increased Offer for the Company had been declared unconditional in all respects.

On 26 April 2021, Bidco announced that it had 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 that it would soon be exercising its right 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.

In light of the announcements of 9 April and 26 April and the fact that the Company will in due course become a wholly-owned subsidiary of Bidco, the 2021 AGM will no longer be held as announced. The Director or senior employee of the Company who will chair the 2021 AGM will open the meeting and immediately propose that it is adjourned indefinitely.

The general meeting to be held on 12 May 2021 for the purposes of approving the re-registration of the Company as a private limited company will proceed as planned.

Capitalised terms used but not defined in this announcement have the meanings set out in the Final Increased Offer Document dated 26 March 2021.

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SHAREHOLDER CIRCULAR AND NOTICE OF GENERAL MEETING

On 9 April 2021, Nova Resources B.V. (“Bidco”) (a company indirectly owned by joint offerors (i) Oleg Novachuk and (ii) Vladimir Kim (the “Consortium”)) announced that the final increased offer (the “Final Increased Offer”) made by Bidco for each ordinary share of 20 pence each in the capital of the Company (each a “KAZ Minerals Share”), other than the KAZ Minerals Shares already owned or controlled by members of the Consortium, had been declared unconditional in all respects. Bidco has, by virtue of its shareholdings and acceptances of the Final Increased Offer or otherwise, now acquired or agreed to acquire more than 75 per cent. of the issued share capital of the Company.

As stated in the Final Increased Offer document dated 26 March 2021, the Company has applied to the London Stock Exchange and the Financial Conduct Authority, respectively, to cancel the admission of its ordinary shares to trading on the London Stock Exchange’s Main Market for listed securities and the admission to listing of its ordinary shares on the premium listing segment of the Official List; the Company has also applied to the Kazakhstan Stock Exchange to cancel trading in its ordinary shares and the listing of such shares on the official list of the Kazakhstan Stock Exchange (together the “De-listings”). The De-listings are expected to occur on 11 May 2021, being 20 business days from the date of the announcement on 9 April 2021. As stated in the Final Increased Offer document dated 26 March 2021, it is intended that the Company will be re-registered as a private limited company (the “Re-registration”).

KAZ Minerals today announces that a Shareholder Circular including Notice of General Meeting (the “Meeting”) has been posted to holders of KAZ Minerals shares (“KAZ Minerals Shareholders”) today. The Meeting is being called to approve the Re-registration. In connection with the Re-registration, it is intended that the Company will change its name to KAZ Minerals Limited and will adopt new articles of association (the “Amended Articles”) in place of the existing, and any previous, articles of association. The Amended Articles have been drafted so as to make them suitable for a private company, in the standard form for a company of this nature.

The Meeting will be held on Wednesday 12 May 2021 at 12.15 pm at KAZ Minerals PLC, 6th Floor Cardinal Place, 100 Victoria Street, London SW1E 5JL.

In accordance with Listing Rule 9.6.1, KAZ Minerals has submitted the following documents to the National Storage Mechanism which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

–           the Shareholder Circular including Notice of General Meeting; and

–           Form of Proxy relating to the General Meeting.

The Shareholder Circular including the Notice of General Meeting can also be viewed on the Company’s website at www.kazminerals.com

On 22 February 2021, the UK Government announced a roadmap for easing the national lockdown restrictions currently in force in England. Under that roadmap, indoor public gatherings are expected to remain generally prohibited until at least 17 May 2021. As a result, it is expected that the Meeting will be held in broadly the same format as that proposed for the 2021 Annual General Meeting, while still allowing for KAZ Minerals Shareholders to exercise their voting rights. Consistent with national lockdown restrictions, the Meeting is expected to be held with only the minimum number of persons present as is legally required to form a quorate meeting. Two directors or senior employees of the Company, each of whom is either a KAZ Minerals Shareholder, or a proxy or corporate representative appointed by a KAZ Minerals Shareholder, will attend the Meeting. One of them will be appointed as chair of the Meeting in accordance with the Company’s existing articles of association. The attendance of these two people is “reasonably necessary for work purposes”, and therefore permitted under the national lockdown restrictions as they are currently expected to be in force on 12 May 2021. All social distancing precautions will be observed by the two persons who attend in person, and the duration of the Meeting will be minimised in accordance with government guidance.

The attendance of any other KAZ Minerals Shareholder, proxy or corporate representative is prohibited under national lockdown restrictions currently expected to be in force in England at the date of the Meeting. No KAZ Minerals Shareholder, proxy or corporate representative should attend the Meeting in person, as doing so would be in breach of the national lockdown restrictions and potentially unsafe for them or the limited number of other persons in attendance. The chair of the Meeting expects to exercise his powers to exclude any person who attempts to do so, and they will not be permitted entry to the location of the Meeting.

If KAZ Minerals Shareholders have any questions relating to the business to be dealt with at the Meeting, they are invited to submit these questions in advance of the Meeting. Shareholders may submit questions up until 11.30 a.m. on 7 May 2021 by sending an email to the Board at GM2021@kazminerals.com. The Board will provide answers to any questions it receives as if they had been asked at the Meeting and where it would have been required to do so pursuant to Section 319A of the Companies Act 2006.

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Compulsory acquisition of outstanding KAZ Minerals Shares

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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

RECOMMENDED 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:

  • 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
  • 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.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

Holding(s) in Company

Holding(s) in Company

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

Final Increased Offer declared unconditional as to acceptances and unconditional in all respects

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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

9 April 2021

RECOMMENDED 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)

Final Increased Offer declared unconditional as to acceptances and unconditional in all respects

1. Level of acceptances

As at 1.00 p.m. (London time) on 9 April 2021, being the Closing Date of the Final Increased Offer, Bidco had received valid acceptances of the Final Increased Offer in respect of a total of 235,400,834 KAZ Minerals Shares (representing approximately 49.80 per cent. of the existing issued share capital of KAZ Minerals and approximately 82.14 per cent. of the KAZ Minerals Shares to which the Final Increased Offer relates), which Bidco may count towards satisfaction of the acceptance condition of the Final Increased Offer, as set out in paragraph 1(a) of Part A of Appendix I to the Original Offer Document (as amended by Appendix I to the Final Offer Document dated 26 March 2021) (the “Acceptance Condition“).

Accordingly, the Acceptance Condition under the Final Increased Offer has been satisfied and Bidco now declares the Final Increased Offer unconditional as to acceptances.

Of those acceptances, acceptances have been received in respect of a total of 65,236,644 KAZ Minerals Shares, representing in aggregate, approximately 13.80 per cent. of the existing issued share capital of KAZ Minerals, which were subject to irrevocable undertakings or letters of intent given by members of the Independent Committee and other KAZ Minerals Shareholders. Bidco has no outstanding irrevocable undertakings or letters of intent.

The total number of acceptances set out above also includes acceptances in respect of 669,129 KAZ Minerals Shares, representing approximately 0.14 per cent. of the existing issued share capital of KAZ Minerals, which were received from persons who are considered to be acting in concert with members of the Consortium for the purposes of the Takeover Code.

In addition to these acceptances, in accordance with the Share Exchange Agreement, Bidco or wholly-owned subsidiaries of Bidco have now acquired the 186,079,209 KAZ Minerals Shares, representing approximately 39.37 per cent. of the existing issued share capital of KAZ Minerals, in which members of the Consortium were already interested.

Accordingly, as at 1.00 p.m. (London time) on 9 April 2021, Bidco and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of  421,480,043 KAZ Minerals Shares, representing approximately 89.17 per cent. of the existing issued share capital of KAZ Minerals.

Commenting on today’s announcement, Oleg Novachuk, Chairman of Bidco, said:

Mr Kim and I are pleased with the level of acceptances the Final Increased Offer has received, which represents a strong endorsement from the market of our commitment to offer KAZ Minerals Shareholders the opportunity to realise an attractive valuation for their shares. 

KAZ Minerals has delivered attractive shareholder returns as a listed entity on the London Stock Exchange. The London capital markets are a strong and dynamic environment for companies and they have supported KAZ Minerals through many phases in its long-term development and we appreciate the positive input that this has had on KAZ Minerals and its corporate governance practices. 

As KAZ Minerals enters this next phase of large scale development, one in which it is, Mr Kim and I believe, better suited to being held as a private company, we look forward to continuing to work with the KAZ Minerals Group’s employees and wider stakeholders to realise the strategic goals and development milestones that we must now focus on for the coming few years.

2. Final Increased Offer unconditional in all respects

All of the remaining Conditions to the Final Increased Offer have been satisfied (or, where applicable, waived). Bidco is therefore pleased to announce that the Final Increased Offer is now unconditional in all respects.

The Final Increased Offer will remain open for acceptances until further notice. KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer are urged to do so as soon as possible and should follow the procedures for acceptance of the Final Increased Offer set out below and in the Final Offer Document.

3. Delisting and cancellation of trading and re-registration

As previously set out in the Final Offer Document, as the Final Increased Offer is now unconditional in all respects and Bidco now holds not less than 75 per cent. of the issued share capital of KAZ Minerals, KAZ Minerals will apply to the London Stock Exchange and the FCA respectively to cancel trading in KAZ Minerals Shares on the London Stock Exchange’s market for listed securities and the listing of the KAZ Minerals Shares on the Official List. Pursuant to Listing Rule 5.2.11R, KAZ Minerals announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 8.00am (London time) on 11 May 2021.

It is also intended that KAZ Minerals will be re-registered as a private limited company.

As also previously set out in the Final Offer Document, in connection with the delisting and cancellation of trading in London, the Kazakhstan Stock Exchange will be requested to cancel trading in KAZ Minerals Shares for listed securities and the listing of the KAZ Minerals Shares on the official list on the Kazakhstan Stock Exchange.

Such cancellations and re-registration will significantly reduce the liquidity and marketability of any KAZ Minerals Shares in respect of which the Final Increased Offer has not been accepted at that time and their value may be affected as a consequence.

Once such cancellations and re-registration are effected, any remaining KAZ Minerals Shareholders will become minority shareholders in a majority-controlled, private company and may therefore be unable to sell their KAZ Minerals Shares. There can be no certainty that KAZ Minerals will pay any further dividends or other distributions or that such minority KAZ Minerals Shareholders will again be offered an opportunity to sell their KAZ Minerals Shares on terms which are equivalent to or no less advantageous than those under the Final Increased Offer.

4. Independent Committee Recommendation

The Final Offer Document contained the unanimous recommendation of the members of the Independent Committee that KAZ Minerals Shareholders accept, or procure acceptance of, the Final Increased Offer, as the members of the Independent Committee who hold KAZ Minerals Shares have already done in respect of their own beneficial holdings.

The Independent Committee of KAZ Minerals recommends that KAZ Minerals Shareholders who have not yet done so accept the Final Increased Offer and, in light of the risks of becoming a minority shareholder in a majority-controlled, private company as outlined above, urges such shareholders to do so immediately, by following the procedure set out below.

5. Procedure for acceptance of the Final Increased Offer

KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer are urged to do so as soon as possible:

  • 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
  • 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.

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.

6. Settlement of Final Increased Offer and Payment of the Special Dividend

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: (i) in the case of acceptances received and complete in all respects by 1.00 p.m. on the date of this announcement, within 14 calendar days; or (ii) in the case of acceptances received and complete in all respects and received after 1.00 p.m. on the date of this announcement but while the Final Increased Offer remains open for acceptance, within 14 calendar days of such receipt, in each case in the manner described in paragraph 15 of Part 2 of the Final Offer Document.

In the Final Offer Document, KAZ Minerals stated that it would, subject to the Final Increased Offer being declared unconditional in all respects, pay the Special Dividend of 27 US cents in cash (or, where a KAZ Minerals Shareholder has so elected, the equivalent pounds sterling amount converted at the Dividend Conversion Rate). The Special Dividend will therefore be paid on 23 April 2021 to all KAZ Minerals Shareholders who are on the register of members of KAZ Minerals at 6.00 p.m. (London time) on the date of this announcement. KAZ Minerals Shares will be marked “ex-dividend” in respect of the Special Dividend by the London Stock Exchange with effect from the commencement of trading on 13 April 2021.

Unless the counterparties specifically agree otherwise, a buyer of KAZ Minerals Shares on the London Stock Exchange ahead of the ex-dividend date will assume the benefit of the Special Dividend, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the record date.

Settlement of payment of the Special Dividend to which any KAZ Minerals Shareholder who is on the register of members of KAZ Minerals at 6.00 p.m. (London time) on the date of this announcement (or the first-named shareholder in the case of joint holders) is entitled shall be effected by the issue of cheques or wire payments (in the case of those KAZ Minerals Shareholders that have provided a valid bank mandate to KAZ Minerals), whether the relevant KAZ Minerals Shares are held in uncertificated form (i.e. in CREST) or in certificated form. Settlement of the Special Dividend shall be in USD unless a valid dividend currency election has previously been made by the relevant KAZ Minerals Shareholder or the relevant KAZ Minerals Shareholder sent an election form or a CREST message to the KAZ Minerals’ registrar, Computershare Investor Services PLC, that arrived by no later than 6.00 p.m. on the date of this announcement, in which case settlement of the Special Dividend shall be in pounds sterling.

7. Interests in relevant securities of KAZ Minerals

The interests, rights to subscribe and short positions in respect of relevant securities of KAZ Minerals held by members of the Consortium, Bidco, each of their close relatives and related trusts and companies, and persons acting in concert with Bidco, as at the close of business on 8 April 2021 (being the last Business Day prior to the date of this announcement), are set out below.

Neither Bidco, nor any person acting in concert with Bidco, has borrowed or lent any KAZ Minerals relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.

Members of the Consortium

Name

Number of
KAZ Minerals Shares

% of KAZ Minerals existing share capital (excluding treasury shares)

Nature of interest

Bidco(1)

1,848,991

0.39

Beneficial holder

Harper Finance Limited (2)

29,706,901

6.28

Registered holder

Kinton Trade Ltd (2)

5,216,522

1.10

Registered holder

Cuprum Holding Limited (2)

135,944,325

28.76

Registered holder

Perry Partners S.A. (2)

13,362,470

2.83

Registered holder

(1) Transferred to Bidco pursuant to the Share Exchange Agreement (as amended). The legal interest to the same 1,848,991 KAZ Minerals Shares is retained by Oleg Novachuk, pending registration of Bidco as the registered holder.

(2) Company wholly-owned directly by Bidco

Persons acting in concert with Bidco

Name

Number of
KAZ Minerals Shares

% of KAZ Minerals existing share capital (excluding treasury shares)

Nature of interest

Lynchwood Nominees Limited*

669,129

0.14

Registered holder (accepted into the Final Increased Offer)

* Beneficially owned by Stansbury International Ltd., a company limited by shares and incorporated under the laws of the British Virgin Islands, registered with company number 689940 (“Stansbury“).  As set out in the Original Offer Document, Stansbury is owned by a family member of Eduard Ogay, who is considered to be acting in concert with Vladimir Kim for the purposes of the Takeover Code. Bidco has received valid acceptances in respect of all of these shares, as noted in paragraph 1 above.

8. 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 8 April 2021 (being the last Business Day prior to the date of this announcement).

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Final Offer Document.

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

 

 

 

KAZ Minerals

 

Ed Jack, Senior Investor Relations Advisor

+44 (0) 20 7901 7882

Susanna Freeman, Company Secretary

+44 (0) 20 7901 7826

 

 

Brunswick Group (Financial PR adviser to KAZ Minerals)

 

Carole Cable

+44 (0) 20 7404 5959

Charles Pretzlik

 

 

 

Citigroup Global Markets Limited (Financial adviser and corporate broker to KAZ Minerals)

 

Robert Way

+44 (0) 20 7986 4000

Tom Reid

 

David Fudge

 

 

 

UBS AG London Branch (Financial adviser and corporate broker to KAZ Minerals)

 

Ian Hart

+44 (0) 20 7567 8000

Jason Hutchings

 

David Roberts

 

Clifford Chance LLP is acting as legal adviser to Holdco and Bidco.

Linklaters LLP is acting as legal adviser to KAZ Minerals.

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