Dutch private limited liability company Nova Resources (Bidco) has announced that, as at April 23, it had received valid acceptances of the final increased offer in respect of a total of 266.7-million KAZ Minerals shares, representing about 56.43% of the existing issued share capital of KAZ Minerals and about 93.07% of the KAZ Minerals shares to which the final increased offer relates.
On April 9, Bidco announced that its recommended increased cash offer for the entire issued and to be issued share capital of KAZ Minerals had been declared unconditional in all respects.
Bidco has now received acceptances under the final increased offer in respect of more than 90% in value of the KAZ Minerals shares to which the final increased offer relates and of the voting rights carried by those shares.
Therefore, Bidco will soon be exercising its right to implement the procedure under Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire all of the outstanding KAZ Minerals shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.
Bidco will shortly despatch formal compulsory acquisition notices under Sections 979 and 980 of the Act to KAZ Minerals shareholders who have not yet accepted the final increased offer.
These notices will set out Bidco's intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining KAZ Minerals shares in respect of which the final increased offer has not been accepted on the same terms as the final increased offer.
If any of the KAZ Minerals shareholders have not accepted the final increased offer and have not applied to the court in respect of all their holding of KAZ Minerals shares by six weeks from the date of the compulsory acquisition notices, the KAZ Minerals shares held by those shareholders who have not accepted the final increased offer will be acquired compulsorily by Bidco on the same terms as the final increased offer.
The consideration to which those KAZ Minerals shareholders will be entitled will be held by KAZ Minerals as a trustee on their behalf and they will be requested to claim their consideration by writing to KAZ Minerals at the end of the six-week period.
Bidco urges KAZ Minerals shareholders who have not yet accepted the final increased offer to do so as soon as possible.