TIDMKZG
RNS Number : 6601E
KazakhGold Group Ltd
11 April 2011
For immediate release 11 April 2011
Revised Agreement with AltynGroup for the Sale of Subsidiaries
and Related Matters
The Board of KazakhGold Group Limited ("KazakhGold") announces
that it has entered into certain binding agreements for the sale of
its operating subsidiaries and related matters with AltynGroup
Kazakhstan LLP ("AltynGroup"), a limited liability partnership
controlled by members of the Assaubayev family, and the conditional
settlement of the existing proceedings brought by KazakhGold
against members of the Assaubayev family and certain of their
affiliates. The transaction is subject to a number of conditions,
including approvals from the Government of the Republic of
Kazakhstan and the entry into definitive agreements.
Background
In August 2009 OJSC Polyus Gold ("Polyus Gold"), an indirect
parent of KazakhGold, completed the acquisition of 50.1 percent of
the shares of KazakhGold (the "Partial Offer") and subsequently
increased its interest to 65 percent in July 2010 (the "Placing").
KazakhGold is part of the Polyus Gold group of companies (the
"Polyus Gold group").
As announced on 29 June 2010, proceedings were subsequently
brought by KazakhGold, JSC MMC Kazakhaltyn ("Kazakhaltyn") and
Jenington International Inc., a parent company of KazakhGold
("Jenington"), against members of the Assaubayev family and Gold
Lion Holding Limited ("Gold Lion"), a company controlled by
trustees of discretionary trusts, the beneficiaries of which
comprise members of the Assaubayev family (the "Claims").
In August 2010 the Government of the Republic of Kazakhstan
revoked certain previously issued approvals for transactions
involving the shares of KazakhGold, which in turn resulted in the
proposed reverse takeover of KazakhGold by the shareholders of
Polyus Gold (the "Proposed RTO") being terminated on 26 October
2010.
As announced on 8 December 2010, KazakhGold and AltynGroup
entered into a binding agreement (the "Original Principal
Agreement") for the sale of KazakhGold's operating subsidiaries in
Kazakhstan, Romania and Kyrgyzstan and the withdrawal of the
Claims. The Original Principal Agreement was, as previously
announced, terminated by KazakhGold on 14 March 2011.
Following termination of the Original Principal Agreement, the
parties have continued with negotiations regarding the sale of the
operating subsidiaries to AltynGroup, resolution of the Claims and
other disputes between the parties. These continued negotiations
have now resulted in the entry into a Restated and Amended
Principal Agreement (the "RAPA"), described in further detail
below, and a Settlement Deed in respect of the Claims which
provides for a conditional settlement and release of the orders,
judgments and claims, whether in litigation, arbitration or
otherwise, initiated, inter alia, in the UK, Jersey, the BVI, or
elsewhere, between KazakhGold, Jenington and Kazakhaltyn, on the
one hand, and the Assaubayev family, on the other hand, and all of
their respective subsidiaries and affiliates, howsoever relating to
the matters referred to in those proceedings or otherwise arising
in respect of the original acquisition of 65 percent of KazakhGold
by Jenington, without any admission of liability on either part
(the "Settlement Deed").
Summary of Terms of the Settlement Deed
The Settlement Deed provides, for the waiver of all claims
relating to the ongoing litigation together with warranties and
covenants with a view to protecting the parties from any further
claims by related parties. There are express reservations of claims
against certain third parties in connection with specified ongoing
disputes.
The effectiveness and implementation of the settlement pursuant
to the Settlement Deed is conditional upon certain conditions,
including, but not limited to, receipt of certain approvals and
waivers from the government of the Republic of Kazakhstan and
AltynGroup procuring the issue to KazakhGold of an irrevocable
documentary stand-by letter of credit for US$100,000,000 (the
"LOC") (the use of which is described further in First Tranche and
Effect of No First Tranche Completion below) and the receipt of the
approvals and waivers for the Proposed RTO, most of which are
required to be satisfied by 14 May 2011 (the "Settlement
Conditions").
Summary of Terms of the RAPA
Pursuant to the RAPA, AltynGroup will acquire KazakhGold's
operating subsidiaries in Kazakhstan, Romania and Kyrgyzstan in two
tranches. The aggregate transaction price for all the shares is
US$509,000,000, as well as the provision of funds required to be
repay the Jenington Loan (as described below).
First Tranche
By no later than 12 September 2011 (the "First Tranche Cut-Off
Date"), conditionally upon the matters described below, AltynGroup
will acquire the following shareholdings in the operating
subsidiaries (the "First Tranche Companies") of KazakhGold listed
below:
-- 51 percent of Kazakhaltyn,
-- 51 percent of Romaltyn Mining S.R.L.,
-- 51 percent of Romaltyn Exploration S.R.L.,
-- 51 percent of Norox Mining Company Limited,
-- 34 percent of Talas Gold Mining Company (subject to waiver by
the second shareholder of its pre-emptive right to acquire the
shares),
(together the "First Tranche Shares").
The consideration for the First Tranche Shares will be
US$259,590,000, payable in cash at completion of the transfer of
the First Tranche Shares ("First Tranche Completion"). Part of the
consideration will be satisfied, subject to certain conditions
being met, by (i) procuring the discharge of an amount equal to
US$31,025,000 (plus interest accrued thereon) against the same
amount owed by KazakhGold under its loan agreement with Gold Lion
Holdings Limited (the "Gold Lion Loans"); and (ii) as to
US$100,000,000 by drawing on the LOC.
Second Tranche
Assuming First Tranche Completion occurs in accordance with the
above terms, AltynGroup will, at its election, acquire from
KazakhGold no later than 31 December 2012 (the "Second Tranche
Cut-Off Date") either (i) the outstanding issued shares in the
First Tranche Companies not acquired at First Tranche Completion
(which in the case of Talas Gold Mining Company will be either
32.67 percent or 66.67 percent of its shares depending on whether a
34 percent stake was acquired by AltynGroup with the First Tranche
Shares at First Tranche Completion); or (ii) all of the issued
shares in the immediate holding companies holding the First Tranche
Companies and the shares in Kazakhgold Services Cyprus Limited such
elected shares being the "Second Tranche Shares").
The consideration for the Second Tranche Shares will be
US$249,410,000 plus interest accrued at a rate of 9.375% per annum
calculated on a daily basis (and compounded annually) from First
Tranche Completion up to the date of the acquisition of the Second
Tranche Shares.
Completion of the purchase of the Second Tranche Shares may, at
the option of AltynGroup, take place in one or more stages ("Second
Tranche Partial Completions"). In any event, completion of the sale
and purchase of all Second Tranche Shares must occur on or before
the Second Tranche Cut-Off Date. Prior to or at First Tranche
Completion, AltynGroup is required to provide KazakhGold with
guarantees satisfactory to KazakhGold of payment for the Second
Tranche Shares.
Jenington Loan Repayment and Senior Notes
On or before First Tranche Completion AltynGroup will provide
funds to KazakhGold in order to repay its shareholder loan from
Jenington, a subsidiary of Polyus Gold, in the amount of
US$62,044,198.05 plus accrued interest (the "Jenington Loan").
In addition, with regard to the senior notes issued by
KazakhGold in the amount of US$200,000,000 (with a coupon rate of
9.375% per annum) due in 2013 (the "Senior Notes"), on or prior to
First Tranche Completion AltynGroup will provide KazakhGold with an
irrevocable unconditional guarantee or stand-by letter of credit in
respect of 51% of all sums payable under the Senior Notes, provided
that such guarantee shall be increased proportionally to the number
of shares acquired by AltynGroup or its nominee.
KazakhGold will use all reasonable endeavours to procure, as
soon as reasonably possible after the date of execution of the
RAPA, that the terms and conditions of the Senior Notes are varied
and amended, as necessary for the purpose of the transaction, with
the consent of the holders of the Senior Notes (the "Consent
Solicitation"). The costs and fees of the Consent Solicitation will
be borne by AltynGroup.
Conditions Precedent to the First Tranche
The First Tranche Completion shall be subject to certain
conditions as specified in the RAPA, including but not limited to
the execution of definitive transaction documentation, including a
Share Purchase Agreement and Shareholders' Agreements, satisfaction
of the Settlement Conditions and the Settlement Deed becoming fully
unconditional and remaining in full force and effect and receipt
and effectiveness of all required governmental approvals and
consents.
Effect of no First Tranche Completion
To the extent First Tranche Completion does not occur and the
US$100,000,000 is not drawn down under the LOC as part payment for
the First Tranche Shares, depending on which conditions to First
Tranche Completion are not satisfied, KazakhGold will also be able
to draw on the LOC and apply the proceeds as follows:
-- following 12 September 2011 the issuer of the LOC will
release US$100,000,000 to be applied, together with the release of
the Gold Lion Loans as described above, towards the acquisition by
AltynGroup (or its nominee) of 18,977,653 KazakhGold shares at a
price per share of US$6.530; or
-- at any time after 11 November 2011, and subject to no demand
having been made by KazakhGold under the LOC in accordance with the
above, in the event that the Settlement Conditions have been
satisfied and as a result the Settlement Deed came into full force
and effect and any one or more of specified conditions to First
Tranche Completion were not met, then the issuer of the LOC will
release up to the total amount of the LOC as partial consideration
for the entry by KazakhGold into the SettlementDeed.
In addition, the RAPA provides for payment of a fee in the
amount of US$14,600,000, payable by KazakhGold to AltynGroup, in
the event First Tranche Completion does not occur due to the
failure by KazakhGold to procure the delivery of the First Tranche
Shares.
Conditions Precedent to the Second Tranche
Completion of the purchase of all the Second Tranche Shares,
pursuant to any Second Tranche Partial Completions or otherwise,
shall take place by no later than 31 December 2012. AltynGroup will
only be permitted to exercise a Second Tranche Partial Completion
following First Tranche Completion. Each Second Tranche Partial
Completion shall, to the extent that the same are applicable and
relevant, be subject to the same conditionsas for the First
Tranche.
Termination of the RAPA
Either party may terminate the RAPA, by notice in writing to the
other, in the following circumstances:
-- the parties failing to achieve the First Tranche Completion
by the First Tranche Cut-Off Date; or
-- any of the Settlement Conditions not being satisfied or
having otherwise not been carried out or fulfilled by the time and
date specified for the satisfaction of each such Settlement
Condition in accordance with the Settlement Deed, which for most of
such conditions is 14 May 2011; or
-- in the event of a material breach by the other party of the
provisions of the RAPA, where the breaching party fails to remedy
it within 5 business days of receiving notice from the other of
such alleged material breach, and requiring the remedy of the
same.
There can be no assurance that the conditions to the
transactions contemplated by the RAPA and the conditions to the
Settlement Deed will be satisfied, or that the transactions will be
completed.
Enquiries:
KazakhGold Alexey V. Chernushkin, Director, Capital Markets and
IR +44 (0) 20 8528 1450
Polyus Gold +7 (495) 641 3377 Evguenia V.Buydina, IR manager
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGRDKDDBFBKKKQD
Kazera Global (LSE:KZG)
過去 株価チャート
から 6 2024 まで 7 2024
Kazera Global (LSE:KZG)
過去 株価チャート
から 7 2023 まで 7 2024