TIDM67LN
JSC National Company Kazmunaygas
14 July 2016
14 July 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Revised Circular and Shareholder Letter on KMG EP
JSC National Company KazMunayGas ("NC KMG") has today published
an updated version (the "Revised Circular") of its circular to
shareholders of JSC KazMunaiGas Exploration Production ("KMG EP" or
"the Company") dated 17 June (the "Original Circular").
The Revised Circular is attached to this announcement.
The Revised Circular contains the amendments announced by NC KMG
on 13 July 2016, namely that:
- NC KMG will increase the consideration for the offer to
purchase Common Shares and Preferred Shares of KMG EP listed on the
Kazakhstan Stock Exchange and GDRs of KMG EP listed on the London
Stock Exchange (the "Purchase Offer"), in the event that the
proposals in the Revised Circular are accepted, from $7.88 per GDR
to $9.00 per GDR and equivalent increases to $54.00 per Common
Share in KZT equivalent calculated on a daily basis, and $31.55 per
Preferred Share in KZT equivalent calculated on a daily basis. All
other terms and conditions applicable to the Purchase Offer remain
as described in the Original Circular. This is a firm offer to buy
all shares that are offered to KMG NC and is not conditional on
anything apart from the proposed changes in the Charter and
Relationship Agreement being approved. In the event that NC KMG
fails to meet its obligations under the Purchase Offer in full
following approval of the proposals contained in the Revised
Circular, none of the proposals will take effect.
- NC KMG will not have a veto over future nominations of EP
INEDs by the Nominations Committee of the KMG EP Board, to ensure
that minority investors can have the maximum possible confidence in
the full independence of the EP INEDs in future.
The Revised Circular will be voted on at the general meeting of
shareholders of KMG EP ("EGM") in Astana, Kazakhstan on 3 August
2016.
NC KMG reiterates again that this is not a buyout offer; that it
is not seeking a significant increase in its stake; and that it is
committed to maintain the listing of KMG EP.
Finally, NC KMG is publishing a letter to all shareholders in
KMG EP, as NC KMG has been denied access to the full shareholder
register of KMG EP. This letter contains three commitments to KMG
EP Shareholders concerning NC KMG's approach to its role as the
majority shareholder in KMG EP in future:
1. If and when KMG EP achieves a positive operational result,
whether as a result of our proposed turn around program and/or an
improvement in the oil price environment, KMG EP will resume paying
dividends at a minimum level of 15% of that result.
2. Moreover, if such a result is triggered by an improvement in
the operational practices of KMG EP, NC KMG will support the
acquisition by KMG EP of further assets and exploration
acreage.
3. Finally, in the event that NC KMG's proposed changes to the
Relationship Agreement and Charter are accepted, and the
independent non-executive directors of KMG EP JSC KazMunaiGas
Exploration Production ("KMG EP" or "the Company") ("EP INEDs") EP
INEDs resign as they have announced they will (or indeed if NC
KMG's proposals are declined and KMG EP INEDs leave for other
reasons) then NC KMG proposes to form a committee made up solely of
minority shareholders to identify three new INEDs for EP whom
minority shareholders consider suitable and who have their
trust.
Click on, or paste the following links into your web browser, to
view the associated PDF documents.
http://www.rns-pdf.londonstockexchange.com/rns/2294E_1-2016-7-14.pdf
http://www.rns-pdf.londonstockexchange.com/rns/2294E_2-2016-7-14.pdf
Note:
NC KMG, Central Asia's largest oil and gas company, is
Kazakhstan's national operator for exploration, production,
refining and transportation of hydrocarbons. The Company accounts
for 28.6% of oil and 16% of gas production in Kazakhstan and is one
of the country's largest employers, with over 76,000 employees. The
consolidated oil and gas condensate output in 2015 amounted to
22,670 thousand tons, gas production - 7,255 MMcm, 16,317 thousand
tons of oil were sent to the refineries for processing; the proven
oil and gas condensate reserves are 801.2 mn tons. The Company
represents the Government in the oil and gas sector, 90% of it is
owned by the "Samruk-Kazyna" JSC, Kazakhstan's sovereign wealth
fund, and 10% by the National Bank of the Republic of Kazakhstan.
NC KMG has participatory interests in 38 oil & gas businesses
in Kazakhstan and abroad.
Enquiries:
Media enquiries:
Portland
Oliver Pauley +44 (0)207 554 1608
This announcement does not constitute an offer or invitation to
purchase any securities. Any offer (if made) will be made solely by
certain offer documentation which will contain the terms and
conditions of any such offer (if made) and details of how to accept
it.
The purchase offer contemplated in the documentation referred to
in this announcement will be made in compliance with, to the extent
applicable, Regulation 14E ("Regulation 14E") under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act").
NC KMG is analyzing whether any such offer is exempt from certain
of the requirements of Regulation 14E pursuant to Rule 14d-1(c) or
14d-1(d) under the Exchange Act (the "Cross-Border Tender Offer
Exemptions").
In the event that NC KMG determines that such offer is exempt
from certain of the requirements of Regulation 14E pursuant to a
Cross-Border Tender Offer Exemption, it and any covered person may
rely on any exemption or relief provided for by such Cross-Border
Tender Offer Exemption, including any available exemption from the
requirements of Rule 14e-5 that permits brokers undertaking the
offer or their affiliates to acquire, or make arrangements to
acquire, Shares or GDRs outside the United States other than
pursuant to such offer, on or off the Kazakhstan Stock Exchange or
the London Stock Exchange or otherwise, before or during the
timeframe of the offer, so long as those acquisitions or
arrangements comply with applicable Kazakhstan Laws and practice
and the provisions of such exemption. In such event, information
about any such acquisitions or arrangements which is made public in
Kazakhstan will be made available, including in the United
States.
This communication is only being distributed to and is only
directed at persons who are (i) outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) persons who are holders of the
Securities or who otherwise fall within Article 43 of the Order or
(iv) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order or (v) any other persons to whom this communication may
lawfully be communicated (all such persons together being referred
to as "relevant persons"). Any person who is not a relevant person
should not act or rely on this document or any of its contents.
This announcement, including information included in the
documentation referred to in this announcement, may contain
"forward-looking statements" concerning NC KMG. All statements
other than statements of historical facts included in this document
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Such forward looking statements involve risks
and uncertainties that could significantly affect expected results
or outcomes and are based on certain key assumptions. Many factors
could cause actual results or outcomes to differ materially from
those projected or implied in any forward looking statements. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements, which speak only
as of the date hereof. NC KMG assumes no obligation and does not
intend to update these forward-looking statements, except as
required pursuant to applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NRAGGUPCMUPQGGC
(END) Dow Jones Newswires
July 14, 2016 08:07 ET (12:07 GMT)
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