PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

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 8,054,614 ordinary shares in treasury and therefore the issued share capital of the Company which carries voting rights of one vote per share comprises 472,669,363 ordinary shares (excluding treasury shares).

The above figure of 472,669,363 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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The Company’s Annual Report and Accounts for the year ended 31 December 2020 (“2020 Annual Report”), Notice of 2021 Annual General Meeting and Form of Proxy relating to the 2021 Annual General Meeting are being posted or otherwise made available to shareholders today.

In accordance with Listing Rule 9.6.1.R of the UK Financial Conduct Authority, these documents have been submitted to the National Storage Mechanism and will be available for inspection shortly at; https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The 2020 Annual Report and the Notice of 2021 Annual General Meeting (or “Meeting”) can also be viewed on the Company’s website at; www.kazminerals.com.

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 shareholder, or a proxy or corporate representative appointed by a shareholder, will attend the Meeting. One of them will be appointed as chair of the Meeting in accordance with the Company’s 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 Thursday 29 April 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 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 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 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 Thursday 22 April 2021 by sending an email to the Board at AGM2021@kazminerals.com. The Board will provide answers to any questions it receives as if they had been asked at the Annual General Meeting and where it would have been required to do so pursuant to Section 319A of the Companies Act 2006.

The information contained in the Appendix to this announcement, which is extracted from the 2020 Annual Report, is included solely for the purposes of complying with DTR 6.3.5R. The information should be read in conjunction with the Company’s Preliminary Results for the year ended 31 December 2020, released on 25 February 2021. This announcement and the Preliminary Results announcement together constitute the material required by DTR 6.3.5R to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2020 Annual Report.

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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 8,228,106 ordinary shares in treasury and therefore the issued share capital of the Company which carries voting rights of one vote per share comprises 472,495,871 ordinary shares (excluding treasury shares).

The above figure of 472,495,871 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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KAZ Minerals PLC will announce its preliminary results for the year ended 31 December 2020 on Thursday 25 February 2021 at 7.00am (UK time).

A presentation for analysts will be held online at 10.30am (UK time) on Thursday 25 February 2021 and can be accessed by conference call using the dial-in details below: 

Telephone: +44 (0) 20 3936 2999

Please quote the participant access code: 436962

A webcast of the presentation for analysts will also be available on the KAZ Minerals website (www.kazminerals.com).

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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

11 January 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)

Update on Satisfaction of Regulatory Conditions

As set out in the announcement of 7 December 2020 that the Acquisition is to be implemented by way of a takeover offer (the “Switch Announcement“), the Acquisition is subject to the satisfaction of a number of Conditions, including certain antitrust and regulatory conditions as set out in Conditions 1(b) to 1(h) of Part A of Appendix 1 to the Switch Announcement (the “Regulatory Conditions”). Bidco is pleased to announce significant progress has been made in respect of the satisfaction of the Regulatory Conditions since the date of the Switch Announcement with Bidco now having received:

• clearance from the State Administration for Market Regulation of the PRC, confirming that it will not conduct a further review of the Acquisition and approving the implementation of the Acquisition;
• clearance from the Ministry of Industry and Infrastructure Development of the Republic of Kazakhstan permitting the Acquisition and the transfer of subsoil use rights related objects pursuant to the Kazakh Subsoil Code to Bidco; and
• a decision from the Prime Minister of the Kyrgz Republic confirming that the Government of the Kyrgyz Republic waives its pre-emption rights in relation to the Acquisition, pursuant to the Law of Kyrgyzstan on Strategic Assets.

Accordingly, the Regulatory Conditions set out in paragraphs 1(b), (g) and (h) of Part A of Appendix 1 to the Switch Announcement have each been satisfied.

The Acquisition remains conditional on the satisfaction of the acceptance condition and the remaining Regulatory Conditions and other Conditions set out in Appendix 1 to the Switch Announcement. As set out in the Switch Announcement, it is anticipated that Bidco will post the Offer Document to KAZ Minerals Shareholders on or before 4 February 2021.

Defined terms used but not defined in this announcement have the meaning ascribed to them in the Switch Announcement.

Enquiries
Bidco / VTB Capital (Financial adviser to Bidco)
Alexander Metherell +44 (0) 20 3334 8000
Giles Coffey
Elena Loseva

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