Update on Acceptance Levels, Increased Offer Extension and Conditions

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

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

10 March 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 Acceptance Levels, Increased Offer Extension and Conditions

       1. Introduction

On 8 February 2021, Bidco published an offer document (the “Offer Document“) setting out the full terms and conditions of 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).

       2. Levels of Acceptances

As at 1.00 p.m. (London time) on 9 March 2021, being the First Closing Date of the Increased Offer, Bidco had received valid acceptances of the Increased Offer in respect of 93,930,451 KAZ Minerals Shares representing approximately 19.88 per cent. of the existing issued share capital of KAZ Minerals, which Bidco may count towards the acceptance condition of the Increased Offer.

Of the total number of acceptances set out above, acceptances have been received in respect of a total of 50,233,953 KAZ Minerals Shares, representing in aggregate, approximately 10.63 per cent. of the existing issued share capital of KAZ Minerals, which were subject to irrevocable undertakings given by members of the Independent Committee of KAZ Minerals and other KAZ Minerals Shareholders to accept, or procure the acceptance of, the Increased Offer.

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 total therefore, the aggregate of those KAZ Minerals Shares in respect of which Bidco has received acceptances and the KAZ Minerals Shares in which the Consortium is already interested (as set out in further detail in paragraph 6 below), represents approximately 59.25 per cent. of the existing issued share capital of KAZ Minerals as of 9 March 2021 (being the last Business Day prior to the date of this announcement).

      3. Extension of the Increased Offer

The Increased Offer, which remains subject to the terms and conditions set out in the Offer Document and, in respect of KAZ Minerals Shares in certificated form, the Form of Acceptance, is being extended and will remain open for acceptances until 1.00 p.m. (London time) on 23 March 2021.

Should there be any further extension of the Increased Offer, this will be publicly announced by 8.00 a.m. (London time) on the Business Day following the day on which the Increased Offer is otherwise due to expire, or such later time as the Takeover Panel may agree.

KAZ Minerals Shareholders who have not yet accepted the Increased Offer and who wish to do so should take action to accept the Increased Offer as soon as possible. Details of the procedure for doing so are set out below and in further detail in the Offer Document.

     4. Actions to be taken

KAZ Minerals Shareholders who have not yet accepted the Increased Offer and who wish to do so, are urged to do so as soon as possible and by the following deadlines:

• 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 the Form of Acceptance (witnessed, where relevant) by post as soon as possible and in any event so as to be received by the Receiving Agent, Computershare, by no later than 1.00 p.m. (London time) on 23 March 2021; 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 the Form of Acceptance but instead follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and in any event by no later than 1.00 p.m. (London time) on 23 March 2021. If you hold your KAZ Minerals Shares as a CREST sponsored member, acceptance of the 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 for acceptance of the Increased Offer are set out in paragraph 19 of Part 2 and in Parts C and D of Appendix 1 of the Offer Document and, in respect of certificated KAZ Minerals Shares, as further described in the Form of Acceptance accompanying the Offer Document.

The Offer Document is available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, on Bidco’s website at http://www.novaresourcesbv.com/Announcements.html and KAZ Minerals’ website at https://www.kazminerals.com/investors/announcement/details/.

KAZ Minerals Shareholders with any questions relating to the completion and return of the 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 Increased Offer nor give any financial, legal or tax advice.

     5. Irrevocable Undertakings

Bidco notes that in paragraph 6.1 of Appendix V of the Offer Document it was stated that Andrew Southam had given an irrevocable undertaking to accept, or procure the acceptance, of the Increased Offer in respect of his entire beneficial holdings of 676,236 KAZ Minerals Shares, representing 0.14% of the existing issued share capital of KAZ Minerals as of 4 February 2021. However, Andrew Southam beneficially holds 7,096 KAZ Minerals Shares through the trustee of the KAZ Minerals SIP, which were expressly excluded from the terms of the irrevocable undertaking. As such, Andrew Southam has, in fact, given an irrevocable undertaking to accept, or procure the acceptance, of the Increased Offer in respect of 669,140 KAZ Minerals Shares, representing approximately 0.14 per cent. of the issued share capital of KAZ Minerals as of 9 March 2021 (being the last Business Day prior to the date of this announcement).

Bidco notes that this also results in an error in the information contained in paragraph 11 of Part 1 and paragraph 3 of Part 2 of the Offer Document, which sets out  aggregate details on the number of KAZ Minerals Shares in respect of which Bidco has obtained irrevocable undertakings to accept, or procure the acceptance of, the Increased Offer, from members of the Independent Committee alone and in aggregate with other KAZ Minerals Shareholders.

The corrected total number of KAZ Minerals Shares which are therefore subject to irrevocable undertakings to accept, or procure acceptance of, the Increased Offer is 50,233,953 KAZ Minerals Shares, representing approximately 10.63 per cent. of the issued share capital of KAZ Minerals as of 9 March 2021 (being the last Business Day prior to the date of this announcement).

As such, Bidco confirms that, as set out in paragraph 2 above, it has received acceptances in respect of all KAZ Minerals Shares which are subject to an irrevocable undertaking.

    6. 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 9 March 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

As at the close of business on 9 March 2021 (being the last Business Day prior to the date of this announcement), Oleg Novachuk had waived his vested options to acquire 186,884 KAZ Minerals Shares through his participation in the Long Term Incentive Plan 2007, and unvested options to acquire 629,927 KAZ Minerals Shares through his participation in the 2017 Long Term Incentive Plan, subject to the Increased Offer becoming, or being declared, unconditional in all respects.

Persons acting in concert with Bidco

* 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 further set out in the 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 2 above.

Update on Conditions to the Acquisition

The Increased Offer is conditional on, among other things, receipt of certain regulatory approvals and antitrust clearances. The full terms and conditions of the Increased Offer are set out in Appendix 1 to the Offer Document.

As set out in the Offer Document, significant progress had already been made at the time of publication in respect of the satisfaction of the Regulatory Conditions. Bidco is pleased to announce that it has also now received:

• a clearance decision of the Government Commission on Monitoring Foreign Investments in the Russian Federation issued by the Federal Antimonopoly Service, as a federal executive body authorized to control the procedures for foreign investments in the Russian Federation, approving the Acquisition pursuant to Art. 11 of the Federal Law No. 57-FZ “On the Procedure for Making Foreign Investments in the Business Entities of Strategic Importance for National Defence and State Security” dated 29 April 2008; and
• a clearance decision from the Turkish Competition Board pursuant to the Act on the Protection of Competition Law No. 4054, as amended and Communique No. 2010/4 on the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (as amended), approving the Acquisition.

Accordingly, including those Regulatory Conditions which it was announced in the Offer Document had already been satisfied, the Conditions set out in paragraphs 1(b), (d), (e), (g) and (h) of Part A of Appendix 1 of the Offer Document, have each been satisfied.

The Acquisition remains conditional on the satisfaction of the acceptance condition and the remaining Conditions set out in Part A of Appendix 1 of the Offer Document.

     7. General

The percentages of KAZ Minerals Shares referred to in this announcement are based on a figure of 472,564,573 KAZ Minerals Shares in issue, excluding shares held in treasury, on 9 March 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 Offer Document.

Enquiries

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

Linklaters LLP is acting as legal adviser to KAZ Minerals.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT