Oleg Novachuk and Vladimir Kim entered into an agreement to acquire remaining 60.61% stake in KAZ Minerals PLC (LSE : KAZ) from Maxim Vorobyev, Ferris Services Limited, Denalot Worldwide Limited, Greenleas International Holdings Limited, CFC Management and others for £2.2 billion on October 27, 2020. Under the terms, the buyers will acquire remaining stake by paying £6.4 per share. As of February 4, 2021, offer per share increased to £7.8 per share. As of March 26, 2021 offer per share was increased to £8.5 per share. The final offer price aggregated with the special dividend values at £8.50 per share ($0.27 per share). Maxim Vorobyev and other minority shareholders jointly owns 3.6% stake in KAZ Minerals. It is intended that the acquisition will be implemented by way of a court-sanctioned scheme of arrangement. The transaction will be financed with the proceeds of the senior term loan facilities agreement dated October 27, 2020 between, the buyers and VTB Bank (PJSC). It is intended the London Stock Exchange and the FCA will be requested respectively to cancel trading in KAZ Minerals Shares shortly after effective date. The buyers expect that the independent non-Executive directors of KAZ Minerals' board will resign as Directors of KAZ Minerals effective as at the date of KAZ Minerals delisting from the London Stock Exchange and the Kazakhstan Stock Exchange. The buyer plans do not involve any material change in the terms and conditions of employment or in the balance of the skills and functions, of KAZ Minerals employees and management. The buyers do not expect any reduction in headcount that would be material in the context of KAZ Minerals' 15,755 employees. The buyers do not have any intentions to change the places of KAZ Minerals' business, including the location of its headquarters and the headquarters' functions. If the takeover offer becomes unconditional or agreed to acquire not less than 75% of the issued share capital of KAZ Mineral PLC, the offeror will intend to delist the KAZ Minerals from London Stock Exchange and Kazakhstan Stock Exchange. As of April 12, 2021, holders of 49.8% of KAZ Minerals PLC shares had accepted the final increased offer of £8.69 per share, so the largest co-owners of KAZ Minerals PLC, Vladimir Kim and Oleg Novachuk holding together a 39.7% stake were expected to consolidate a total of 89.17% of KAZ Minerals PLC. KAZ Minerals PLC will now apply to the London Stock Exchange and the FCA respectively to cancel trading in KAZ Minerals PLC shares on the London Stock Exchange's market for listed securities and the listing of the KAZ Minerals PLC shares on the Official List. It is also intended that KAZ Minerals PLC will be re-registered as a private limited company.


The transaction is subject to antitrust approval, regulatory approval, third party approval, approval by Court, approval by 75% of the shareholders of KAZ. The transaction is conditional upon valid acceptance of the takeover offer being received in respect of not less than 75 percent of the KAZ Minerals shares. The buyers will not vote on the scheme. The transaction has been unanimously approved by the Independent committee. The buyers have received irrevocable undertakings from Ferris, Denalot and Greenleas and certain members of the Independent Committee in respect of 6.13% stake in KAZ Minerals, to vote in favor of the transaction. The committee of the board of KAZ Minerals has been formed for the purposes of considering the acquisition. The court meeting and the KAZ Minerals General Meeting will be held in December 2020 or early January 2021. CFC Management intends to block the offer and said that the company's top management continues to review the terms of the proposed deal and is working on its statement and arguments pending a court hearing on November 23, 2020. Regulatory and antitrust clearances are anticipated to be obtained in mid-2021. On 19 November 2020, KAZ Minerals announced that it had asked the Court to adjourn the originally scheduled Court hearing seeking permission to convene the Court Meeting in connection with the scheme. As on January 11, 2021, the transaction was approved by China's State Administration for Market Regulation (SAMR) and the government of Kyrgyzstan decided to waive the pre-emptive right to purchase the shares under the republic's Law on Strategic Assets. Transaction also received 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 buyers. As of February 4, 2021, based on the advise from UBS AG, London Branch and Citigroup Global Markets Limited, the Independent Committee of KAZ Minerals PLC considers the terms of the Increased Offer to be fair and reasonable and unanimously recommends that KAZ Minerals Shareholders accept the revised offer of £7.8 per share. As of February 3, 2021, buyers have obtained irrevocable undertakings in respect of 50,241,049 KAZ Minerals Shares in aggregate, representing approximately 10.63% stake. The Acquisition remains conditional on the satisfaction of the acceptance condition and the remaining Conditions. As of March 24, 2021, the transaction has received antitrust approvals. As of December 7, 2020, the offer document will be posted on or before February 4, 2021. On February 17, 2021, the increase offer was approved by the shareholder of KAZ Minerals. As of March 26, 2021 the Independent Committee unanimously recommends that KAZ Minerals Shareholders accept this Final Increased Offer. The transaction is expected to be effective in first half of 2021. As on February 8, 2021, the first closing date of the offer is March 9, 2021. As of March 10, 2021, the closing date of the increased offer is March 23, 2021. As of March 24, 2021, the offer is open for acceptances till April 9, 2021. As of April 9, 2021, the Acceptance Condition under the Final Increased Offer has been satisfied and Bidco now declares the Final Increased Offer unconditional as to acceptances. The Final Increased Offer will remain open for acceptances until further notice.

David Fudge, Tom Reid and Robert Way of Citigroup Global Markets Limited and Ian Hart, Jason Hutchings and David Roberts of UBS AG, London Branch acted as financial advisors to independent committee of KAZ in the transaction. Tim Lewis, James Bole, Nicholas Kinnersley, Karen Hodson, Jennifer Storey, William Winterton, Sonia Gilbert and Nick Mace of Clifford Chance LLP acted as legal advisors and Alexander Metherell, Giles Coffey and Elena Loseva of VTB Capital acted as financial advisors to the buyers. Ian Hunter, Charlie Jacobs and Evgeniya Rakhmanina of Linklaters LLP acted as legal advisors to KAZ Minerals. Robert Boyle, Tim Redman, Kirstie Hutchinson, Ryan Moore, Will Sykes and Alexander Coyne of Macfarlanes LLP acted as legal advisors to VTB Capital. Ragnar Johannesen, Olga Ponomarenko and Richard Butterwick of Latham & Watkins LLP and Jack Boldarin of Walkers Global acted as legal advisors to VTB Capital. CFC Management acted as a financial advisor to Maxim Vorobyev and other minority shareholders of KAZ Minerals.

Oleg Novachuk and Vladimir Kim completed the acquisition of remaining 60.61% stake in KAZ Minerals PLC (LSE : KAZ) from Maxim Vorobyev, Ferris Services Limited, Denalot Worldwide Limited, Greenleas International Holdings Limited, CFC Management and others on April 23, 2021. Nova Resources B.V. 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% of the existing issued share capital of KAZ Minerals and approximately 93.07% of the KAZ Minerals Shares to which the Final Increased Offer relates. As per update on May 4, 2021, Oleg Novachuk and Vladimir Kim will acquire remaining shares through compulsory acquisition starting from June 15, 2021. As of June 15, 2021, Oleg Novachuk and Vladimir Kim completed the acquisition of remaining shares through compulsory acquisition. Lewis, Tim of Clifford Chance LLP acted as legal advisor in the transaction.