Sunkar Resources PLC Replacement - Recommended Cash Offer (8566J)

TIDMSKR

RNS Number : 8566J

Sunkar Resources PLC

17 June 2014

Several minor typographical errors and corrections have been made to the 'Recommended Cash Offer' announcement released today at 1 p.m. under RNS No 8272J.

All material details remain unchanged.

The full amended text is shown below.

17 June 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

SUN AVENUE PARTNERS CORP.("SAPC")

for

those Shares it does not already own in

SunkarRESOURCES PLC ("Sunkar")

Summary

-- SAPC and Sunkar wish to announce the terms of a recommended cash offer to be made by SAPC for the entire issued and to be issued ordinary share capital of Sunkar not already owned by SAPC (the "Offer").

-- SAPC is the largest shareholder of Sunkar with a legal and beneficial interest in 174,476,283 ordinary shares of 0.1 pence each ("Sunkar Shares"), representing approximately 51.15 per cent. of the entire issued share capital of Sunkar.

-- In addition, SAPC holds 1.28 million of US$1 convertible loan notes ("CLNs"), which, if converted, would convert into 34,065,202 Sunkar Shares, subject to the Ministry of Industry and New Technologies of the Republic of Kazakhstan ("MINT") waiving its rights to acquire the Sunkar Shares arising on conversion of the CLNs.

-- As separately announced today, SAPC has provided Sunkar with ca. US$2.55 million of additional funding via an unsecured term loan facility to which may be drawn down in principal amounts of not less than US$50,000 and not more than US$500,000 (the "SAPC Loan").

-- Under the terms of the Offer, Sunkar Shareholders will receive 1.835 pence in cash per Sunkar Share.

-- The Offer at 1.835 pence for each Sunkar Share values the whole of the issued ordinary share capital of Sunkar at GBP6,259,375.05.

-- SAPC is an investment company incorporated in accordance with the laws and regulations of the British Virgin Islands. SAPC is wholly owned by Mr Almas Mynbayev, a businessman from Kazakhstan.

-- The Sunkar Directors, who have been so advised by Strand Hanson Limited, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Sunkar Directors, Strand Hanson has taken into account the commercial assessments of the Sunkar Board.

-- Accordingly, the Sunkar Board has unanimously agreed to recommend that Sunkar Shareholders accept the Offer.

-- SAPC has received irrevocable undertakings to accept (or to procure acceptance of) the Offer, from certain directors of Sunkar who are also Sunkar Shareholders, in respect of a total of 41,841,299 Sunkar Shares, representing approximately 12.27 per cent. of Sunkar's issued ordinary share capital, being:

(a) Nurdin Damitov, in respect of his entire interest of 21,427,799 Sunkar Shares, representing approximately 6.28 per cent. of the existing issued share capital of Sunkar; and

(b) Serikjan Utegen, in respect of his entire interest of 20,413,500 Sunkar Shares, representing approximately 5.98 per cent. of the existing issued share capital of Sunkar.

-- Both of these irrevocable undertakings are binding in all circumstances (including in the event of a higher offer).

-- Accordingly, when taken together with Sunkar Shares already owned by SAPC, SAPC either owns or controls or has received irrevocable undertakings over, in aggregate, 216,317,582 Sunkar Shares, representing approximately 63.42 per cent. of the issued ordinary share capital of Sunkar, as at the date of this announcement.

-- Sunkar's Non-Executive Chairman, Teck Soon Kong, holds a beneficial interest in 2,000,000 Sunkar Shares but has been unable to give any form of undertaking in respect of these as they are held in a discretionary trust over which he does not exercise control.

-- SAPC is on the same day disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

The Offer represents:

-- a discount of approximately 9.2 per cent. to the middle-market quotation of a Sunkar Share at market close on 16 June 2014, the last dealing day before this announcement; and

-- a premium of approximately 7.9 per cent. over the market makers' bid price of 1.7 pence per Sunkar Share at market close on 16 June 2014, being the last Business Day prior to the date of this announcement.

The basis for these calculations is set out in Appendix II.

-- The Sunkar Shares will be acquired free from all liens, charges, encumbrances and other interests and together with all rights now and hereafter attaching thereto including the right to receive all dividends and other distributions hereafter declared, made or paid.

   --      Commenting on the Offer, Teck Soon Kong, Chairman of Sunkar said:

"This Offer provides a certain cash exit and secures the future of the Company, against the current backdrop of Sunkar's particularly challenging financial position. Without the financial support received from SAPC, Sunkar would, in all probability, have had to enter into insolvency proceedings so, in the view of the Sunkar Board, the Offer represents the best outcome for Sunkar Shareholders and employees alike"

This summary should be read in conjunction with and is subject to the full text of the following announcement including its Appendices.

The Offer will be subject to the Conditions and certain further terms of the Offer set out in Appendix I. Appendix II sets out the source and bases of calculations used in this announcement. Appendix III contains details of the irrevocable undertakings given to SAPC. Appendix IV contains the definitions of certain terms used in this summary and the full text of this announcement.

Enquiries:

On behalf of SAPC + 7 701 962 9959

Rustam Abdrakhmanov

   Hub Capital Partners Limited - Financial Adviser to SAPC         +44 (0) 20 7653 8740

David Davies

Sunkar Resources plc +44 (0) 20 7397 3730

Teck Soon Kong, Chairman

   Strand Hanson Limited - Financial Adviser, Nomad                  +44 (0) 20 7409 3494

and Broker to Sunkar

Stuart Faulkner

Andrew Emmott

James Dance

   Bankside Consultants - Financial PR to Sunkar                         +44 7703 167 065

Simon Rothschild

Hub Capital Partners Limited is acting exclusively as financial adviser to SAPC and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than SAPC for providing the protections afforded to clients of Hub Capital Partners Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and nominated adviser to Sunkar and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Sunkar for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Capita Asset Services during business hours on 0871 664 0321 from within the UK or +44 02 8639 3399 if calling from outside the UK or by writing to them at The Registry, 34 Beckenham Road, Beckenham Kent BR3 4TU. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SAPC SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them

in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Cautionary Note Regarding Forward Looking Statements

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Sunkar and SAPC believe that the expectations reflected in such forward looking statements are reasonable, neither SAPC nor Sunkar, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither SAPC nor Sunkar is under any obligation, and SAPC and Sunkar expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Sunkar and SAPC therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information Relating to Sunkar Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Sunkar Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sunkar may be provided to SAPC during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Sunkar confirms that, as at the date of this announcement, it has 341,110,357 ordinary shares of 0.1 pence each in issue and admitted to trading on AIM and listed on the Kazakhstan Stock Exchange under the ISIN reference GB00B29KHR09.

In addition, the Company has in issue 1.28 million US$1 convertible loan notes ("CLNs"), convertible into a maximum of 34,065,202 Sunkar Shares, subject to MINT waiving its rights to acquire the Sunkar Shares arising on conversion of the CLNs.

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of Sunkar at www.sunkarresources.com by no later than 12 noon (London time) on 18 June 2014. For the avoidance of doubt, the content of these websites is not incorporated by reference and does not form part of this announcement.

Note to US Sunkar Shareholders

The Offer will be made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those in the United States. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer will be made in the United States pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with US procedures and law.

It may be difficult for Sunkar Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws, since SAPC and Sunkar are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US Sunkar Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.

In accordance with the Code and normal UK market practice and pursuant to Rule 14e-5(b)(10) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), SAPC or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that SAPC or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Shares for a higher price than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the AIM Rules. These purchases may occur in the open market or as privately negotiated transactions. Any information about such purchases which is required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved or disapproved of this announcement or determined whether this announcement is accurate or complete. Any representation to the contrary is a criminal offence.

PART 2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

SUN AVENUE PARTNERS CORP. ("SAPC")

for

those Shares it does not already own in

SunkarRESOURCES PLC ("Sunkar")

   1.   Introduction

The Boards of SAPC and Sunkar wish to announce they have reached an agreement on the terms of a recommended cash offer to be made by SAPC to acquire the entire issued and to be issued ordinary share capital of Sunkar.

   2.   The Offer

The Offer, which will be subject to the terms and conditions set out in Appendix I, will be made on the following basis:

   for each Sunkar Share              1.835 pence in cash

The Offer values Sunkar's existing issued ordinary share capital at GBP6,259,375.05 and represents:

-- a discount of approximately 9.2 per cent. to the middle-market quotation of a Sunkar Share at market close on 16 June 2014, the last dealing day before this announcement; and

The Offer will extend to all Sunkar Shares unconditionally allotted or issued and fully paid on the date of the Offer and any Sunkar Shares, which are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance or by such earlier date as SAPC may decide, subject to the Code, and not being earlier than the date on which the Offer becomes conditional as to acceptances.

   3.   Background to and reasons for the Offer

Sunkar Resources was admitted to trading on AIM in June 2008, raising US$67 million in equity to develop, over a four year period, a phosphate manufacturing facility at the site of the Chilisai Deposit in Kazakhstan. Since then, the Company has raised a further US$16.45 million, including US$14.18 million from SAPC,an investment company wholly owned by Mr Almas Mynbayev, a businessman from Kazakhstan.

The financial resources available to the Sunkar Group have not matched the capital required to develop the project in line with the Sunkar Group's original plans. Despite accelerating revenue through interim production initiatives, the Sunkar Group is currently financially constrained and is dependent on the continued financial support of SAPC.

SAPC first invested in Sunkar in December 2007 and made a subsequent investment post the 2008 IPO. In 2010, SAPC sold off its stake in Sunkar, in full. Mr Mynbayev was a non-executive director of Sunkar's wholly-owned subsidiary, Temir-Service LLP ("Temir"), from 18 February 2008 until 24 September 2009.

In 2012, SAPC provided the Company with US$12.8 million in convertible loans. These loans were converted in February 2013 into Sunkar Shares representing 51.15 per cent. of the Company's share capital, after which the Company listed on the Kazakhstan Stock Exchange on 5 December 2012. SAPC provided a further US$1.28 million in Convertible Loans Notes in April 2014 and another unsecured US$0.1 million loan facility on 27 May 2014. On 17 June 2014, SAPC also granted a short term working capital facility to Sunkar up to a maximum sum of ca. US$2,550,000 (the "SAPC Loan"). Further details of the SAPC Loan are set out in the separate Sunkar announcement released today.

SAPC has advised the Sunkar Board that it no longer intends to continue to provide financial support to the Company while it remains admitted to trading on AIM and listed on the Kazakhstan Stock Exchange and has agreed with the Sunkar Board that it will make the Offer to the minority Sunkar Shareholders and apply to the London Stock Exchange to cancel the Company's admission to AIM and to the Kazakhstan Stock Exchange to delist the Company from that exchange.

SAPC believes that it will be easier to obtain the necessary capital to continue the Sunkar Group's development in the private domain. Taking the Company private will reduce overheads and allow it to focus on its core business and to develop a new corporate structure (probably in Kazakhstan) in order to benefit from recent tax and investment incentive initiatives in that country.

   4.   Irrevocable Undertakings

SAPC has received irrevocable undertakings to accept (or to procure acceptance of) the Offer, from certain directors of Sunkar who are also Sunkar Shareholders, in respect of a total of 41,841,299 Sunkar Shares, representing approximately 12.27 per cent. of Sunkar's issued ordinary share capital, being:

   --      Nurdin Damitov, in respect of his entire interest of 21,427,799 Sunkar Shares, representing approximately 6.28 per cent. of the existing issued share capital of Sunkar; and

-- Serikjan Utegen, in respect of his entire interest of 20,413,500 Sunkar Shares, representing approximately 5.98 per cent. of the existing issued share capital of Sunkar.

Both of these irrevocable undertakings are binding in all circumstances (including in the event of a higher offer).

Accordingly, when taken together with Sunkar Shares already owned by SAPC, SAPC either owns or controls or has received irrevocable undertakings over, in aggregate, 216,317,582 Sunkar Shares, representing approximately 63.42 per cent. of the issued ordinary share capital of Sunkar, as at the date of this announcement.

Sunkar's Non-Executive Chairman, Teck Soon Kong, holds a beneficial interest in 2,000,000 Sunkar Shares but has been unable to give any form of undertaking in respect of these as the legal title to them is held by a trust which he does not control.

   5.   Background to and reasons for recommending the Offer

The Company was admitted to trading on AIM in June 2008 and raised funds at that time principally to acquire and develop the Chilisai Deposit in North West Kazakhstan through its wholly owned subsidiary, Temir, which holds the Subsoil Use Contract for the Chilisai Deposit. The Company completed a detailed feasibility study ("DFS"), prepared by SNC-Lavalin, in February 2013, but has been unable to source the required funding of some US$1.94 billion to progress development of the chemical complex as described in the DFS.

The Company has been generating revenue by utilising its mining machinery assets to undertake earth moving infrastructure contracts relating, inter alia, to the construction of a railway in Western Kazakhstan and by producing Direct Application Rock ("DAR") and ground phosphate rock from its milling plant, for sale to the local agricultural sector as well as to industrial customers in Russia.

However, the Company has not been able consistently to generate sufficient revenue to maintain a viable business and, on several occasions, most recently in April, May and June 2014, has had to seek additional funding from SAPC, which is wholly owned by Mr Almas Mynbayev, the majority Sunkar Shareholder. The Company has been able to access this funding from SAPC pursuant to letters of support from Mr Mynbayev and, subsequently, JSC "Interfarma-K", a company in which Mr Mynbayev is interested ("Letter(s) of Support"), as first announced to the market on 28 September 2012 and most recently on 2 April 2014.

In April 2014, SAPC wrote to the Company to express its concern with regard to the Company's financial situation, and seeking to work with the Company to find a structural alternative to it providing further funding under the Letter of Support, in order to provide a more permanent solution to the Company's ongoing funding deficit, until sufficient funds were raised to progress with the plans set out in the DFS.

As a result of these discussions, on 19 May 2014, SAPC put forward a proposal to acquire the minority interests in Sunkar that it did not already own, such that SAPC would own, on completion of the transaction, 100 per cent. of Sunkar. At the same time, SAPC confirmed that, should this proposal not receive the support of the Sunkar Board, it was highly unlikely that JSC "Interfarma-K" would renew its Letter of Support for the coming twelve months or provide any further funding to the Company.

Further to these discussions, the Sunkar Board sought advice from an independent firm of accountants and an independent firm of insolvency practitioners as to the financial position of the Company under such a scenario. This advice confirmed the Sunkar Board's assessment that, without the financial support of SAPC, it was highly probable that the Company would no longer be deemed a going concern, would be unable to meet its debts as they became due and would lead to the commencement of insolvency proceedings and the Sunkar Shares would be suspended from trading on AIM.

As a result of this advice, and the Sunkar Board's assessment of the Company's financial position, the Sunkar Board urgently explored sourcing finance, whether equity, debt or a combination of both, from a third party provider, but was unable to secure any such finance.

Accordingly, if the Offer does not complete, JSC "Interfarma-K" withdraws the current Letter of Support and SAPC does not provide further funding to the Company, the Sunkar Board would immediately have to seek alternative sources of funding to meet its working capital requirements, which the Sunkar Board, having previously investigated such alternative sources of financing, does not believe would be available to the Company. This would, in the view of the Sunkar Board, lead to the suspension of the Sunkar Shares from trading on AIM and the commencement of insolvency proceedings.

In the event that the Company enters into insolvency proceedings, the Sunkar Board would expect that Temir would cease trading and would also enter insolvency proceedings in Kazakhstan. Temir would then be unable to perform its obligations under the terms of the Subsoil Use Contract, which would result in the Subsoil Use Contract being revoked. If Sunkar were to lose its rights under the Subsoil Use Contract, it is the Sunkar Board's belief that Sunkar Shareholders would be unlikely to receive any value for their Sunkar Shares.

The Sunkar Directors have therefore unanimously agreed to recommend that Sunkar Shareholders accept the Offer and Serik Utegen and Nurdin Damitov have irrevocably undertaken to accept the Offer in respect of their combined beneficial shareholding of 12.27 per cent. of the issued ordinary share capital of Sunkar as at the date of this announcement.

Accordingly, in light of the above, the Sunkar Directors, who have been so advised by Strand Hanson, consider the terms of the Offer to be fair and reasonable. In providing its advice, Strand Hanson has taken into account the commercial assessments of the Sunkar Directors.

   6.   Information on SAPC and Mr Almas Mynbayev

SAPC is an investment company incorporated and registered in the British Virgin Islands (Number: 1430450) on 7 September 2007, whose registered office address is at Trident Trust Company (BVI) Limited of Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town, Tortola. The entire issued share capital of SAPC comprising 50,000 shares of US$1.00 is wholly owned by Mr Almas Mynbayev. The directors of SAPC are Mr Andreas T. Moustras, Mrs Irene G Spoerry and Mrs Michelle Anne Williamson Draper.

In addition to its investment in Sunkar, SAPC operates Mr Mynbayev's interests in three early stage natural resources projects as follows:

- the Telimele bauxite project in Guinea, covering an area of some 2,000 sq. km., is an early stage exploration project commenced in 2010, and currently undergoing pre-feasibility studies into exporting bauxite and developing an alumina plant;

- a rare earth metals project in Namibia covering approximately 2,300 sq. km. over three licence blocks, currently subject to exploration with drilling works set to complete in September 2014; and

- a gold deposit in Kyrgyzstan covering 78 sq. km. Exploration took place in 2011 and 2012 for the purpose of reconfirming historical resources, which have now been calculated as 2,237 tonnes of fully explored and evaluated resources with evaluated and potential reserves of 48 tonnes.

Owing to the early stage nature of the above projects, SAPC's financial and trading prospects are essentially dependent on the successful development of the Sunkar Resources business post completion of the Offer.

SAPC has not been required to produce any annual financial statements.

Mr Mynbayev graduated from Kazakh State University law school in 1996 and initially worked as legal counsel for banking, investment and energy companies in Kazakhstan. Between 2003 and 2004, Mr Mynbayev was Deputy Chairman of the Kazakh State Agency for Regulating Natural Monopolies and Protection Completion. During this tenure, Mr Mynbayev was a member of the Intergovernmental Commission for the law making activity in Kazakhstan. He no longer practices law and now primarily focuses on his own business interests which include being Chairman of and sole shareholder in two top ten ranked Kazakh insurance companies, Nomad Insurance, ranked 8(th) by reserves and 9(th) by assets, and Nomad Life, ranked 3(rd) by reserves and 7(th) by assets.

Nomad Insurance was set up in 2004 and Mr Mynbayev has owned it from inception. Nomad Life was set up in 2008. Mr Mynbayev acquired 65 per cent. of Nomad Life on 9 January 2012 from Mr. Sultan Nurbol. The purchase price paid by Mr Mynbayev was approximately US$4 million.

Mr Mynbayev acquired the remaining 35 per cent. of Nomad Life on 22 April 2013 from Sultan Nurbol, Mamysheva A. and Salamatova S. The purchase price paid by Mr Mynbayev was approximately US$4.4 million.

Nomad Insurance generated turnover in its two financial years ended 31 December 2012 and 2013 of KZT14.1 billion (GBP45.8 million) and T14.7 billion (GBP47.8 million) respectively, had gross profit (before taxes) in those years of KZT6.4 billion (GBP20.8 million) and KZT0.5 billion (GBP1.6 million) and had net assets at the end of those periods of KZT4.1 billion (GBP13.3 million) and KZT4.9 billion (GBP15.9 million). Nomad Life generated turnover in its two financial years ended 31 December 2012 and 2013 of KZT18.4 billion (GBP59.8 million) and KZT18.4 billion (GBP59.8 million) respectively, had gross profit (before taxes) in those years of KZT1.0 billion (GBP3.25 million) and KZT0.5 billion (GBP1.6 million) and had assets at the end of those periods of KZT3.0 billion (GBP9.75 million) and KZT3.4 billion (GBP11.05 million).

In recent years, Mr Mynbayev has endeavoured to diversify his natural resources interests more widely and his involvement with Sunkar and its phosphates business represents part of this strategy.

   7.   Information on Sunkar

History

Sunkar was incorporated in England and Wales, on 28 March 2006, with the registration number 05759399, and was admitted to trading on AIM, on 30 June 2008, and to listing on the Kazakhstan Stock Exchange, on 5 December 2012.

The Company has a 100 per cent. interest in Temir, which holds the Subsoil Use Contract for the Chilisai Deposit. The Chilisai Deposit is one of the most significant phosphorite deposits in the former Soviet Union, with a resource of approximately 800 million tonnes of ore at 10 per cent. P(2) O(5) .

The Company commenced mining operations at the Chilisai Deposit in 2008 and, in February 2011, Sunkar published the preliminary results of the DFS, conducted by SNC - Lavalin, one of the leading engineering and construction groups in the world, which was subsequently completed and the results of the DFS were published in February 2013.

The DFS concluded that a large scale mono-ammonium phosphate ("MAP"), di-ammonium phosphate ("DAP") chemical processing plant would require approximately US$1.94 billion (+/- 15 per cent.) to fund construction and working capital. The DFS includes, inter alia, the economic model for the plant and a comprehensive marketing study for future sales of the MAP, DAP and phosphoric acid products.

The location of the Chilisai Deposit has certain key advantages in the opinion of the Sunkar Board, including, inter alia, access to a relatively low cost source of sulphur, one of the key raw materials required for phosphate fertilizer production, and well developed existing transport and power infrastructure facilities.

Whilst the Company was in the process of attempting to raise the funds required to develop the chemical processing plant, as envisaged under the DFS, it utilised its heavy machinery and workforce by entering into earth moving contracts with a general contractor building a new railway in Western Kazakhstan, which initially generated positive cash flows to fund the Group's general working capital requirements.

In addition to the earth moving contracts, the Group has continued to mine and market DAR to the local agricultural sector, as well as ground phosphate rock sales to industrial customers, although this has historically represented a relatively small amount of total revenue.

For the financial year ended 31 December 2012, Sunkar reported total revenue of US$2.25 million (2011: US$0.17 million) and a loss (before and after taxation) of US$9.24 million (2011: US$10.11 million). As at 31 December 2012, total assets were US$98.18 million (2011: US$97.56 million), net assets were US$65.49 million (2011: US$74.20 million) and net debt was US$16.28 million (2011: US$5.65 million). In the half year ended 30 June 2013, Sunkar generated total revenue of US$4.92 million (2012: US$0.55 million) and loss (before and after taxation) of US$3.62 million (2012: US$4.53 million). Net debt as at 30 June 2013 was US$2.11 million (2012: US$12.44 million).

Current trading and prospects

As set out in the operational update provided by the Company on 2 April 2014, Sunkar's operations have been adversely affected by the ca. 20 per cent. devaluation of the Kazakh Tenge, on 11 February 2014, which has led to financial uncertainty within the domestic economy of Kazakhstan. As a result of this, the signing of many new government contracts denominated in Kazakh Tenge has been put on hold, which has also led to delays in the receipt of monies due to Sunkar in respect of its existing earth moving contracts, as well as delaying the agreement of the expected new contracts.

As previously announced, the earth moving contracts associated with the Kazakh government's infrastructure development programmes are a significant part of Sunkar's revenues and the Company has been largely relying on the cash generated by these projects for its ongoing working capital needs.

In the interim results, for the six months ended 30 June 2013, announced on 24 September 2013, the Company stated, "Short-term cash flows will be managed by completion of the existing earth moving contracts, pursuit of additional contracts and further sales of DAR and ground phosphate rock backed up by the support of the majority shareholder". However, as announced previously, events during 2014 have made that forecast unsustainable.

The Company anticipates that it will publish its Annual Report and Accounts for the twelve months ended 31 December 2013 by 30 June 2014.

Earth moving contracts

The Company's wholly owned subsidiary, Temir, has been unsuccessful to date in concluding negotiations for a third earth moving contract within the timescale previously expected. Accordingly, Temir is now expected to generate materially less cash during this financial year, than had been expected at the time of the Company's operational update in December 2013. Sunkar is continuing to negotiate this contract, but the Sunkar Board reluctantly recognises that there can be no certainty as to whether, or when, acceptable terms will be agreed.

In March 2014, Sunkar agreed an extension to the second earth moving contract with a value of approximately KZT79 million (US$434,000). The majority of these works were completed during April 2014, in terms of volumes, and Temir expects to complete the final works to the exterior of embankments, top prism shaping and gutters during the course of June 2014. Temir has yet to complete 26,282 m(3) of works under the first earth moving contract, as these were delayed due to other critical path work streams, which had to be completed prior to completion of the embankment. It is expected these works will also be completed in June 2014.

DAR sales

As of 31 May 2014, Temir has shipped 10,534 tonnes of DAR in 2014, both ground and unground, including 5,658 tonnes to Russia, 4,738 tonnes to Kazakhstan, and 138 tonnes to the EU. Shipments in May were 3,034 tonnes, which was slightly above Sunkar management's expectations.

The total quantity contracted to date for delivery in 2014 is 32,496 tonnes of DAR.

Temir has continued working towards a feasibility study for the proposed nitrophosphate granulation facility. However, due to funding constraints, Temir has been unable to commission further consultancy and design works from third party contractors to progress this study.

Prospects

As a result of the above mentioned delays in receipt of payment in respect of the existing earth moving contracts, the delays in agreeing a further earth moving contract and the economic effects of the Tenge devaluation, the Company has recently called upon the financial support of SAPC on several occasions, as set out below and announced at the time in accordance with the AIM Rules.

-- In April 2014, the Company raised US$1.28 million via the issue of the CLNs to SAPC in order to make deferred ACB Loan repayments and meet other creditor demands.

-- On 27 May 2014, the Company announced that its financial position had worsened significantly and that the Sunkar Board required an immediate working capital injection in order to make further payments under the ACB Loan. Accordingly, SAPC agreed to provide an additional US$0.10 million new loan facility to the Company.

-- On 17 June 2014, the Company secured a ca. US$2.55 million working capital facility from SAPC, in order to fund the Company's working capital requirements throughout the duration of the Offer Period and in any event for a period of 120 days following the date of the agreement.

As set out in section 5 of this announcement, SAPC indicated, in May 2014, that it was not prepared to continue to fund Sunkar on an ongoing basis, without seeking full control of the Company.

Accordingly, in the absence of the Offer, the Sunkar Board, having sought advice from an independent firm of accountants and an independent firm of insolvency practitioners, determined that should SAPC not provide further funding to the Company, the Sunkar Board would immediately have to seek alternative sources of funding to meet its working capital requirements, which the Sunkar Board, having previously investigated such alternative sources of financing, do not believe would be available to the Company. This would, in the view of the Sunkar Board, lead to the suspension of trading of the Sunkar Shares on AIM and the commencement of insolvency proceedings.

In addition, the Sunkar Board would note that SAPC has advised the Company that it does not currently intend to provide further financial support to the Company, above that provided on 17 June 2014, whilst it remains admitted to trading on AIM and listed on the Kazakhstan Stock Exchange.

   8.   Management, employees and pension schemes

SAPC confirms that, on completion of the Offer, the existing employment rights, including pension rights, of all employees of the Sunkar Group will be observed to the extent required by applicable law.

SAPC intends to continue the Sunkar Group's operations in Kazakhstan with a view to generating revenue, sustaining mining operations and complying with the Sunkar Group's obligations under its Subsoil Use Contract with the government of Kazakhstan. SAPC is contemplating setting up a new corporate structure through which to manage the business. SAPC will employ sufficient personnel in Kazakhstan to maintain these operations. SAPC has no current plans to redeploy any of the Sunkar Group's fixed assets.

The UK office will be maintained only for as long as necessary to comply with UK regulations during the completion and delisting process, following which it will be closed. The Sunkar Directors and other UK based employees will be paid their usual salaries until closure, following which their termination rights under their contracts of employment will be invoked, with the exception of Mr Utegen, the Company's CEO.

Mr Utegen, the Sunkar Group CEO, will continue to run the Sunkar Group's activities during that period and it is currently envisaged that he will be invited to continue in this role, as head of the revised corporate structure referred to above, on terms no more favourable than his current terms of employment.

Loans made to the Company by two of the Sunkar Directors totaling US$600,000 (plus accrued interest), will be repaid upon completion of the Offer.

The Company has no employee share options under grant nor any pension schemes.

SAPC does not intend to provide any trading facilities for the Sunkar Shares following cancellation of its admission to trading on AIM and its delisting from the Kazakhstan Stock Exchange.

   9.   Sunkar Share Option Schemes and Convertible Loan Notes

The Offer will extend to any Sunkar Shares issued or unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier date as SAPC, subject to the Code, may decide). There are no share options.

On 7 April 2014, the Company issued 1,280,000 convertible loan notes of US$1 each (the "CLNs") to SAPC. The CLNs are convertible at approximately US$0.0376 (approximately 2.2 pence) per share.

10. Financing of the Offer

The consideration payable under the Offer will be funded from the existing cash resources of SAPC and its shareholder Mr Mynbayev.

Hub Capital, financial adviser to SAPC, is satisfied that resources are available to SAPC which are sufficient to satisfy full acceptance of the Offer.

11. Overseas Sunkar Shareholders

Overseas Sunkar Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If they are in any doubt about their position, they should consult their own professional adviser in the relevant territory.

The availability of the Offer to persons not resident in, and not citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.

Persons who are not resident in, or not citizens of, the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Overseas Sunkar Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Sunkar Shareholders will be contained in the Offer Document.

12. Documents published on a website

The following documents will be published on www.sunkarresources.com in accordance with Rule 26.1 of the Code:

- the irrevocable undertakings described in paragraph 4 above; and

- this announcement.

13. General

The Offer Document setting out details of the Offer will be sent to Sunkar Shareholders and any persons with information rights as soon as practicable.

Hub Capital is acting as financial adviser to SAPC for the purposes of the Offer.

14. Press enquiries

On behalf of SAPC +7 701 962 9959

Rustam Abdrakhmanov

   Hub Capital Partners Limited - Financial Adviser to SAPC         +44 (0) 20 7653 8740

David Davies

Sunkar Resources plc +44 (0) 20 7397 3730

Teck Soon Kong, Chairman

   Strand Hanson Limited - Financial Adviser, Nomad                  +44 (0) 20 7409 3494

and Broker to Sunkar

Stuart Faulkner

Andrew Emmott

James Dance

   Bankside Consultants - Financial PR to Sunkar                         +44 7703 167 065

Simon Rothschild

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Capita Asset Services during business hours on 0871 664 0321 from within the UK or +44 02 8639 3399 if calling from outside the UK or by writing to them at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF Sunkar SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

Cautionary Note Regarding Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by SAPC and Sunkar may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Sunkar and certain plans and objectives of the Sunkar Board and the SAPC Director with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Sunkar Board and/or the SAPC Director in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Sunkar and SAPC believe that the expectations reflected in such forward looking statements are reasonable, neither SAPC nor Sunkar, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither SAPC nor Sunkar is under any obligation, and SAPC and Sunkar expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Sunkar and SAPC therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information Relating to Sunkar Shareholders

Rule 2.10 Disclosure

In addition, the Company has in issue 1.28 million US$1 convertible loan notes ("CLNs"), convertible into a maximum of 34,065,202 Sunkar Shares, subject to the MINT waiving its rights to acquire the Sunkar Shares arising on conversion of the CLNs.

Publication on website

APPENDIX I

Conditions and Certain Further Terms of the Offer

Conditions of the Offer

The Offer will be subject to the following Conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as SAPC may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as SAPC may decide) (1) in nominal value of Sunkar Shares to which the Offer relates, and (2) of the voting rights attached to those shares. For the purposes of this condition:

(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Sunkar; and

(ii) the expression "Sunkar Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006;

   (b)        no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition of control of Sunkar, by SAPC, void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same in each case to an extent which is material in the context of the Wider Sunkar Group, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or require material amendment to the terms of the Offer;

(ii) require, prevent or materially delay the divestiture, or alter the terms envisaged for any proposed divestiture, by SAPC or by any member of the Wider Sunkar Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material in the context of SAPC or the Wider Sunkar Group, as the case may be, taken as a whole;

(iii) impose any material limitation on, or result in a material delay in, the ability of SAPC, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the Wider Sunkar Group or to exercise management control over any such member to an extent which is material in the context of SAPC or the Wider Sunkar Group, as the case may be, taken as a whole;

(iv) save as pursuant to Chapter 3 of Part 28 of the Companies Act 2006 and to an extent which is material, require SAPC or any member of the Wider Sunkar Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) owned by any third party in, or any asset owned by, any member of the Wider Sunkar Group;

(v) result in a material delay in the ability of SAPC, or render it unable to a material extent, to acquire some or all of the Sunkar Shares or require a divestiture by SAPC of any shares or other securities (or the equivalent) in Sunkar;

(vi) materially limit the ability of any member of the Wider Sunkar Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of SAPC or any other member of the Wider Sunkar Group;

(vii) result in any material member of the Wider Sunkar Group or SAPC ceasing to be able to carry on business under any name which it presently does so; or

(viii) otherwise adversely affect the businesses, assets, liabilities, profits or prospects of SAPC or any member of the Wider Sunkar Group (including any action which would or might adversely affect or prejudice any of the licences, authorisations, exemptions or consents of SAPC or any member of the Wider Sunkar Group), in a manner which is material in the context of SAPC or the Wider Sunkar Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(c) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals ("Authorisations") in any jurisdiction reasonably deemed necessary or appropriate by SAPC for or in respect of the Offer or the proposed acquisition of all or any Sunkar Shares or other securities in, or control of, Sunkar by SAPC having been obtained on terms and in a form reasonably satisfactory to SAPC from all appropriate Third Parties or persons with whom any member of the Wider Sunkar Group has entered into contractual arrangements where the absence of such Authorisations would have a materially adverse effect on SAPC or the Wider Sunkar Group taken as a whole, as the case may be, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider Sunkar Group where such business is material in the context of the Wider Sunkar Group taken as a whole remaining in full force and effect at the time at which the Offer has been declared or has become unconditional in all respects and there being no indication of any intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or review any of the same where such revocation, withdrawal, suspension, restriction, withholding, modification or failure to grant or review would be material in the context of the Wider Sunkar Group or SAPC, as the case may be, and all necessary statutory and regulatory obligations in any jurisdiction having been complied with by the Wider Sunkar Group;

(d) all necessary or appropriate filings or applications having been made by the Wider Sunkar Group in connection with the Offer, and all necessary or appropriate waiting periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by SAPC of any shares or other securities in, or control of, Sunkar;

(e) except as Disclosed, there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Sunkar Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition by SAPC of any shares or other securities (or the equivalent) in Sunkar or because of a change in the control or management of Sunkar or any member of the Wider Sunkar Group, which would or is reasonably likely to result in, to an extent which would or might reasonably be expected to be material in the context of the Wider Sunkar Group taken as a whole:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Sunkar Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Sunkar Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider Sunkar Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Sunkar Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Wider Sunkar Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or affected;

(vi) the value of any member of the Wider Sunkar Group or its financial or trading position or profits or prospects being prejudiced or adversely affected;

(vii) any member of the Wider Sunkar Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or assumption of any liability, actual or contingent, by any member of the Wider Sunkar Group,

and no event having occurred, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Sunkar Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, which would or would be reasonably likely to result in any of the events referred to in sub-paragraph (i) to (viii) of this condition;

   (f)        except as Disclosed, no member of the Wider Sunkar Group having since 31 December 2012:

(i) save as between Sunkar and wholly-owned subsidiaries of Sunkar, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

   (ii)        sold or transferred or agreed to sell or transfer any Sunkar Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Sunkar to Sunkar or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Offer (and save for transactions between Sunkar and its wholly owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case;

(v) (save for transactions between Sunkar and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(vi) (save as between Sunkar and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) (save as between transactions between Sunkar and its wholly-owned subsidiaries) issued, authorised, proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or incurred or increased any indebtedness other than in the ordinary course of business;

(viii) (save for transactions between members of the Sunkar Group) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix) entered into, implemented, effected, varied, authorised, proposed or announced its intention to enter into, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(x) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or is reasonably likely to be restrictive on the business of the Wider Sunkar Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, in each case which is, or is reasonably likely to be material in the context of the Wider Sunkar Group;

(xi) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the Wider Sunkar Group;

(xii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the Wider Sunkar Group;

(xiii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) agreed or consented to, any change to the trustees of any pension scheme, including the appointment of a trust corporation, to an extent in any such case which is material in the context of the Wider Sunkar Group taken as a whole;

(xv) been unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business which is material in the context of the Wider Sunkar Group taken as a whole;

(xvi) (other than in respect of a member of the Wider Sunkar Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xvii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Sunkar Group or SAPC and which is material in the context of the Wider Sunkar Group taken as a whole other than to a nature and extent which is normal in the context of the business concerned;

(xviii) waived or compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Sunkar Group;

(xix) made any alteration to its memorandum or articles of association or other constitutional documents which is material in the context of the Offer;

   (g)        except as Disclosed since 31 December 2012:

(i) no adverse change or deterioration has occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Sunkar Group which is material in the context of the Offer or the Wider Sunkar Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Sunkar Group or to which any member of the Wider Sunkar Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider Sunkar Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider Sunkar Group in each case which might reasonably be expected to have a material adverse effect on the Wider Sunkar Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to SAPC which would or might reasonably be expected to materially and adversely affect the Wider Sunkar Group taken as a whole;

(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Sunkar Group, which is necessary for the proper carrying on of its business in the form carried on as at the date of this announcement and the withdrawal, cancellation, termination or modification of which is reasonably likely to materially and adversely affect the Wider Sunkar Group taken as a whole;

   (h)        except as Disclosed, SAPC not having discovered:

(i) that any financial, business or other information concerning the Wider Sunkar Group publicly announced, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading to a material extent in the context of the Wider Sunkar Group taken as a whole;

(ii) that any present member of the Wider Sunkar Group or any partnership, company or other entity in which any member of the Wider Sunkar Group has a significant economic interest and which is not a subsidiary undertaking of Sunkar, is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and financial statements for Sunkar for the year ending 31 December 2012 and which is material in the context of the Wider Sunkar Group taken as a whole; and

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Sunkar Group and which is material in the context of the Wider Sunkar Group taken as a whole;

   (i)         SAPC not having discovered, except as Disclosed, that:

(i) any past or present member of the Wider Sunkar Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction with regard to the use, treatment, storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or that there has otherwise been a material emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) which would, in any case, be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Sunkar Group and which is material in the context of the Wider Sunkar Group taken as a whole;

(ii) there is or is reasonably likely to be any liability (whether actual or contingent) on the part of any past or present member of the Wider Sunkar Group to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Sunkar Group, under any environmental legislation, regulation, notice, circular or order of any Third Party which is material in the context of the Wider Sunkar Group taken as a whole; or

(iii) circumstances exist (whether as a result of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Sunkar Group would be reasonably likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability on a member of the Wider Sunkar Group to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any member of the Wider Sunkar Group, which is material in the context of the Wider Sunkar Group taken as a whole.

For the purposes of these Conditions, "Disclosed" means information disclosed (i) in the annual report and financial statements of Sunkar for the year ended 31 December 2012, (ii) the interim results of Sunkar for the six month period ending 30 June 2013, (iii) as publicly announced by Sunkar to a Regulatory Information Service prior to the date of this announcement since 31 December 2012, or (iv) as otherwise fairly disclosed by or on behalf of Sunkar to SAPC (or its advisers) prior to the date of this announcement.

Certain further terms of the Offer

The Offer will be subject to certain further terms, including:

(a) Sunkar Shares which will be acquired under the Offer will be acquired by SAPC fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other third party interests and rights of any nature whatsoever and together with all rights now or hereafter attaching to them, including, without limitation, the right to receive and retain all dividends and other distributions (if any) declared, paid or made after the date of this announcement;

(b) if the Offer lapses it will cease to be capable of further acceptance. Sunkar Shareholders who have accepted the Offer and SAPC shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses;

(c) the Offer will lapse if there is a Phase 2 CMA reference, or the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a Phase 2 CMA reference before 1.00 p.m. on the first closing date or the date on which the Offer becomes unconditional as to acceptances, whichever is later;

(d) the availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements;

(e) this Offer is being governed by English law and is subject to the Conditions and certain further terms set out or referred to in this Appendix I and is also subject to the further terms to be set out in full in the Offer Document together with, for Sunkar Shares held in certificated form (that is, not in CREST), the Form of Acceptance and such further terms as may be required to comply with the Code and other applicable law. The Offer will comply with the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Code; and

(f) unless otherwise determined by SAPC and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facilities of a national securities exchange of, any Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a) financial information relating to the Sunkar Group has been extracted or derived (without material adjustment) from the audited consolidated annual report and financial statements of Sunkar for the financial year ended 31 December 2012 and the unaudited consolidated interim financial statements for the six month period ended 30 June 2013. Other information relating to Sunkar has been extracted or derived from the Company's Regulatory News Service (RNS) announcements and website (www.sunkarresources.com);

   (b)        information relating to SAPC has been provided by the SAPC Directors;

(c) the value attributed to Sunkar's existing issued share capital is based on the Offer Price and the number of Sunkar Shares currently in issue referred to in paragraph (d) below;

(d) as at the date of this announcement, there are 341,110,357 Sunkar Shares in issue. The ISIN reference for Sunkar Shares is GB00B29KHR09;

(e) unless stated otherwise, all share prices for Sunkar Shares are closing middle market quotations derived from the AIM appendix of the Daily Official List for the particular dates concerned; and

(f) the discount and premium calculations are based on the Offer Price of 1.835 pence per Sunkar Share and have been calculated with reference to:

-- the closing middle market price of 2.02 pence per Sunkar Share on 16 June 2014, the last dealing day prior to the date of this announcement; and

-- the closing market makers' bid price of 1.70 pence per Sunkar Share on 16 June 2014, the last dealing day prior to the date of this announcement.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Part A: Sunkar Directors, Company Secretary and their connected persons

The following Sunkar Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of issued Sunkar Shares:

 
 Name               Number of Sunkar   Percentage of issued 
                     Shares             share capital 
 Nurdin Damitov     21,427,799         6.28% 
 Serikjan Utegen    20,413,500         5.98%

These irrevocable undertaking will remain binding in the event of a competing offer being made unless the Offer Document is not published within 28 days of the date of this announcement or the Offer lapses or is otherwise withdrawn.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"ACB Loan" Temir's existing credit line facility with Asia Credit Bank (Kazakhstan) that was entered into on or around 4 January 2013;

"AIM" the AIM market of the London Stock Exchange;

"AIM Rules" the AIM Rules for Companies as published by the London Stock exchange (as amended from time to time);

"Business Day" any day not being a Saturday, Sunday or public holiday, on which banks are normally open for business in the City of London;

"Capita Asset Services" a trading name of Capita Registrars Limited of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU;

"certificated" or "in certificated form" a share or other security which is not in uncertificated form (that is, not in CREST);

"Chilisai Deposit" the Chilisai phosphorite ore body in North Western Kazakhstan;

"Convertible Loan Notes" or "CLNs" the US$1.28 million of US$1 convertible loan notes granted to SAPC, convertible at approximately US$0.0376 (approximately 2.2 pence) per share, which, if converted, would equate to 34,065,202 Sunkar Shares, subject to MINT waiving its rights to acquire the Sunkar Shares arising on conversion of the CLNs;

"Code" the City Code on Takeovers and Mergers issued by the Panel, and references to a "Rule" shall be to the rules of the Code;

"Companies Act 2006" the Companies Act 2006 (as amended from time to time);

"Conditions" the conditions of the Offer as set out or referred to in Appendix I to this announcement;

"CREST" the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations);

"Daily Official List" the Daily Official List published by the London Stock Exchange;

"DAR" direct application rock, that is phosphate rock directly applied as a fertiliser;

"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;

"DFS" the detailed feasibility study completed by Sunkar on the Chilisai Deposit;

"Euroclear" Euroclear UK & Ireland Limited;

"Financial Conduct Authority" or "FCA" the Financial Conduct Authority (formerly the Financial Services Authority) in its capacity as the competent authority for the purposes of Part VI of FSMA, including its successor(s) from time to time;

"Form of Acceptance" the form of acceptance and authority relating to the Offer which (in the case of Sunkar Shareholders who hold their Sunkar Shares in certificated form) will accompany the Offer Document;

"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);

"Hub Capital" Hub Capital Partners Limited, the financial adviser to SAPC;

"JSC "Interfarma-K"" a joint-stock company "Interfarma-K", a company incorporated in the Republic of Kazakhstan and in which Mr. Mynbayev is interested;

"Kazakhstan Stock Exchange" Kazakhstan Stock Exchange Joint-Stock Company, a joint-stock company incorporated in the Republic of Kazakhstan;

"Letter(s) of Support" the letter of support from Mr Mynbayev dated 21 September 2012 and, subsequently, the letter of support date 15 April 2013 from JSC "Interfarma-K" stating that JSC "Interfarma-K" would, subject to the arrangement of mutually acceptable terms for a period of at least 12 months from the signing of Sunkar's financial statements for the period ended 31 December 2012, provide financial support to assist the Sunkar Group in meeting its liabilities as and when they fall due;

"London Stock Exchange" London Stock Exchange plc, a public company incorporated in England and Wales under number 2075721, together with any successors thereto;

"MINT" the Ministry of Industry and New Technologies of the Republic of Kazakhstan;

"Offer" the recommended all cash offer being made by SAPC at the Offer Price to acquire the entire issued and to be issued share capital of the Company not already owned by SAPC on the terms and subject to the Conditions which will be set out in the Offer Document and (where applicable) the Form of Acceptance and including, where the context so requires, any subsequent revision, variation, extension or renewal of, or election available under, such offer;

"Offer Document" the formal document setting out the full terms and conditions of the Offer to be posted to Sunkar Shareholders (other than certain Overseas Sunkar Shareholders) shortly;

"Offer Period" the period beginning on and including 17 June 2014 and ending in accordance with the rules of the Code;

"Offer Price" 1.835 pence in cash per Sunkar Share;

"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;

"Overseas Sunkar Shareholders" Sunkar Shareholders who are resident in, or nationals or citizens of, jurisdictions outside the UK or who are nominees of, or custodians, or trustees for, Sunkar Shareholders who are citizens, residents or nationals of countries other than the UK;

"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers;

"Phase 2 CMA reference" a reference of an offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 of the Enterprise and Regulatory Reform Act 2013;

"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended from time to time);

"Regulatory Information Service" any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;

"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for SAPC or Sunkar if information or documentation concerning the Offer is sent or made available to Sunkar Shareholders in that jurisdiction;

"Russia" the Russian Federation;

"SAPC" Sun Avenue Partners Corp., a limited liability company incorporated in the British Virgin Islands with company number: 1430450 and whose registered office address is at Trident Trust Company (BVI) Limited of Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town, Tortola;

"SAPC Directors" Mr Andreas T. Moustras, Mrs Irene G Spoerry and Mrs Michelle Anne Williamson Draper;

"SAPC Loan" ca. US$2.55 million of additional funding provided by SAPC to Sunkar in the form of an unsecured term loan facility which was entered into on 17 June 2014;

"SNC - Lavalin" the SNC - Lavalin construction and engineering group, whose head office is in Montreal, Canada;

"Strand Hanson" Strand Hanson Limited, the financial adviser to Sunkar;

"subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given thereto by sections 1159, 1161 and 1162 of the Companies Act 2006;

"Subsoil Use Contract" a contract for production of phosphate at the Chilisai Deposit between MINT as competent body and Temir as contractor;

"Sunkar" or the "Company" Sunkar Resources plc, a company incorporated in England and Wales with registered number 5759399, and whose registered office is One London Wall, London, EC2Y 5AB, United Kingdom;

"Sunkar Directors" or "Sunkar Board" the board of directors of Sunkar;

"Sunkar Group" Sunkar and its subsidiary undertakings from time to time;

"Sunkar Shareholders" registered holders of Sunkar Shares from time to time;

"Sunkar Shares" the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 0.1 pence each in the capital of Sunkar (other than any shares which are treasury shares) and any further such shares which are unconditionally allotted or issued fully paid (or credited as fully paid), in each case prior to the time at which the Offer ceases to be open for acceptance (or, subject to the provisions of the Code, such earlier time and/or date, as SAPC may, with the Panel's consent or in accordance with the Code, decide) not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances;

"Temir" Temir-Service LLP, a limited liability partnership formed under the laws of the Republic of Kazakhstan and a wholly-owned subsidiary of Sunkar;

"Tenge"or "KZT" the lawful currency of Kazakhstan;

"uncertificated" or "in uncertificated form" recorded on the relevant register of the share or security concerned as being held in uncertificated form and title to which may, by virtue of the Regulations, be transferred by means of CREST;

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction or any political sub-division thereof; and

"Wider Sunkar Group" Sunkar and the subsidiaries and subsidiary undertakings of Sunkar (including any joint venture, partnership, firm or company in which any member of the Sunkar Group has a significant interest or any undertaking in which Sunkar and such undertakings (aggregating their interests) have a significant interest).

In this announcement:

-- all references to "pounds", "GBP", "pence" or "p" are to the lawful currency of the United Kingdom;

   --      all references to "KT" and "Tenge" are to the lawful currency of Kazakhstan; 
   --      all references to "US$" are to the lawful currency of the United States;

-- the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender;

-- all references to legislation are to English legislation unless the contrary is indicated, and any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof;

   --      All times referred to are London time unless otherwise stated; and

-- The KZT to sterling exchange rate used for the financials set out in the section on Mr Mynbayev in section 6 of Part 2 of this announcement was GBP0.00325 to the Tenge, as detailed on the following website on 11 June 2014 http://www.xe.com/currency/kzt-kazakhstani-tenge.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

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