Possible Offer

RNS Number : 4287E

KazakhGold Group Ltd

26 September 2008

 

KazakhGold Group Limited 

LSE: KZG

PRESS RELEASE

26 September 2008

KazakhGold Group Limited ('KazakhGold' or the 'Company') notes the recent press speculation and can confirm it has received an approach in relation to a possible partial offer for 50.1 per cent. of the issued and to be issued share capital of the Company (the 'Possible Partial Offer'). The Possible Partial Offer would, if made, consist of a mix of cash and shares and would be limited to 50.1 per cent. of the issued and to be issued share capital of KazakhGold.  The share element of the Possible Partial Offer will be in the form of securities listed outside the UK.  

There can be no certainty that any partial offer for the issued share capital of the Company will be forthcoming nor as to the terms on which such an offer might be made. In particular, the making of the Possible Partial Offer would be subject to a number of preconditions including, but not limited to, the approval of the Possible Partial Offer structure by The Panel on Takeovers and Mergers.

A further announcement will be made in due course as appropriate.

Number of Relevant Securities in Issue: 

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the 'Code'), the Company confirms that the issued share capital consists of 52,941,666 ordinary shares with a nominal value of $.0001 each ('Ordinary Shares'), each share having equal voting rights. 30,841,666 (58.26%), of the Ordinary Shares are held through the Bank of New York as depository which are matched to global depositary receipts ('GDRs'') on a one Ordinary Share for one GDR basis. 

The ISIN number of the GDRs is US48667H1059.

The Ordinary Shares are unlisted.

This announcement has been made without the consent of the potential Offeror.

For further information please contact:

Mike Jones 

Henry Fitzgerald O'Connor

Canaccord Adams Limited              Tel: [phone]

The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

The Possible Partial Offer, if it is made, will not be made, directly or indirectly, in or into the US, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or any other such jurisdiction.

Dealing disclosure requirements:

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel on Takeovers and Mergers ('Panel') by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. For the avoidance of doubt 'relevant securities' include the Ordinary Shares represented by the GDRs.  This requirement will continue until the date on which any offer for the Company becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company, by the Company, or by any of it's respective 'associates', must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.

If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone [phone]) or by fax [phone]).

 

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