TIDMKAZ
RNS Number : 0348V
Nova Resources B.V.
09 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
9 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)
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:
(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.
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
% of KAZ Minerals
Number of existing share
KAZ Minerals capital (excluding
Name Shares treasury shares) Nature of interest
------------------------ -------------- -------------------- -------------------
Beneficial
Bidco(1) 1,848,991 0.39 holder
Harper Finance Limited Registered
(2) 29,706,901 6.28 holder
Kinton Trade Ltd Registered
(2) 5,216,522 1.10 holder
Cuprum Holding Limited Registered
(2) 135,944,325 28.76 holder
Perry Partners S.A. Registered
(2) 13,362,470 2.83 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
% of KAZ Minerals
Number of existing share
KAZ Minerals capital (excluding
Name Shares treasury shares) Nature of interest
-------------------- -------------- -------------------- -------------------
Registered
holder (accepted
Lynchwood Nominees into the Final
Limited* 669,129 0.14 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.
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.
Citigroup, which is authorised by the PRA and regulated in the
UK by the FCA and the PRA, is acting as financial adviser for KAZ
Minerals and for no one else in connection with the Acquisition and
other matters described in this announcement, and will not be
responsible to anyone other than KAZ Minerals for providing the
protections afforded to clients of Citigroup nor for providing
advice in connection with the Acquisition or any other matters
referred to in this announcement. Neither Citigroup nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of
Citigroup in connection with this announcement, any statement
contained herein, the Acquisition or otherwise.
UBS is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the PRA
and subject to regulation by the FCA and limited regulation by the
PRA in the United Kingdom. UBS provided financial and corporate
broking advice to KAZ Minerals and no one else in connection with
the contents of this announcement. In connection with such matters,
UBS will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein.
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 will be 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.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and KAZ
Minerals contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and KAZ Minerals about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and KAZ Minerals (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
Bidco and KAZ Minerals believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and KAZ
Minerals can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a
number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants; the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and KAZ Minerals operate; weak, volatile
or illiquid capital and/or credit markets; changes in tax rates;
interest rate and currency value fluctuations; the degree of
competition in the geographic and business areas in which Bidco and
KAZ Minerals operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Bidco nor KAZ Minerals, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Bidco nor KAZ
Minerals is under any obligation, and Bidco and KAZ Minerals
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for KAZ Minerals for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for KAZ Minerals.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, KAZ Minerals
Shareholders, persons with information rights and participants in
the KAZ Minerals Share Plans may request a hard copy of this
announcement by contacting KAZ Minerals' registrars, Computershare
Investor Services PLC, during business hours on +44 (0) 370 707
1100 or at web.queries@computershare.co.uk. For persons who receive
a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by KAZ Minerals Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from KAZ Minerals may be provided to Bidco during
the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPUKVSRARUSRAR
(END) Dow Jones Newswires
April 09, 2021 10:52 ET (14:52 GMT)
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