BAKU, Azerbaijan, Oct. 28
By Nargiz Sadikhova - Trend:
The board of Nova Resources B.V. (Bidco) and the Independent Committee of KAZ Minerals PLC have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of KAZ Minerals (other than the KAZ Minerals Shares already owned or controlled by the Consortium), Trend reports citing KAZ Minerals.
As at 27 October 2020 (being the last Business Day prior to the date of this announcement), the Consortium owned or controlled 186,079,209 KAZ Minerals Shares, representing approximately 39.39 percent of KAZ Minerals' issued share capital (excluding shares held in treasury) as at that date. It is intended that the acquisition will be implemented by way of a scheme of arrangement.
The acquisition values the entire issued and to be issued share capital of KAZ Minerals at approximately £3 billion, and represents a premium of approximately. The cash consideration payable to KAZ Minerals Shareholders by Bidco pursuant to the terms of the acquisition will be financed with the proceeds of the VTB Facility Agreement.
The Consortium believes that there is a strong strategic rationale for the acquisition, recognizing that KAZ Minerals' focus on developing and operating large scale, low cost copper mines in Kazakhstan and the CIS region has enabled it to successfully progress a pipeline of growth projects, including its largest assets in Kazakhstan, Aktogay and Bozshakol.
The Consortium also believes that KAZ Minerals' decision to dedicate efforts to a capital intensive strategy focused on long term growth remains the optimal long term strategic path for KAZ Minerals. The Consortium recognizes this may be misaligned with the preference of many investors in the mining sector.
Bidco is a Dutch private limited liability company indirectly owned by a consortium comprising of Oleg Novachuk (the current chairman of KAZ Minerals) and Vladimir Kim (a non-executive director of KAZ Minerals) (together, the Consortium). Bidco is a wholly-owned subsidiary of Vostok Cooper B.V. (Holdco), itself a Dutch private limited liability company indirectly owned by the Consortium.
As at the Effective Date, Oleg Novachuk will indirectly own 36.5 percent of Holdco and Vladimir Kim will indirectly own 63.5 percent of Holdco.
