KazakhGold Group Ltd
15 November 2007
15 November 2007
Secondary Placing of Global Depositary Receipts by Gold Lion Holdings Limited in
KazakhGold Group Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
KazakhGold Group Limited (the 'Company') announces today the launch of a placing
of secondary shares of the Company (the 'Placing Shares') by Gold Lion Holdings
Limited ('Gold Lion Holdings') in the form of Global Depositary Receipts (the '
Placing').
Gold Lion Holdings is wholly owned by RBC Trustees (CI) Limited as trustee of
The ABM SK Trust, a Jersey discretionary trust whose only named beneficiaries
are members of the Assaubayev family, members of which are on the Board of the
Company.
Gold Lion Holdings plans to offer approximately 6 to 8 million existing shares
in the Company, in the form of an aggregate of 6 to 8 million Global Depositary
Receipts ('GDRs') at a price within the range of US$ 26.50 to 27.00 per GDR. The
Placing is to reduce the holding of Gold Lion Holdings in the Company to below a
controlling stake and to increase the free float in the GDRs in advance of
seeking admission to trading on the London Stock Exchange plc's Main Market for
listed securities. The Placing allows the beneficiaries of Gold Lion Holdings to
diversify their investment portfolios. The sale represents approximately 11.9%
to 15.8% of the issued share capital of the Company.
Gold Lion Holdings has agreed, if the Placing is completed, to enter into to a
lock-up arrangement prohibiting it from disposing of its remaining shares of the
Company for a period of six months from the settlement date of the Placing
without the consent of JPMorgan Cazenove, subject to customary exceptions.
However, the arrangement will permit sales to be made at the same time as the
proposed admission to trading on the London Stock Exchange if this occurs in the
lock-up period.
JPMorgan Cazenove is acting as Sole Bookrunner in the Placing and as Joint Lead
Manager with Mirabaud Securities Limited.
Further Information:
KAZAKHGOLD GROUP LTD
Olga Moskvina
Administrative Assistant
Telephone: + 44 (0)20 7409 7413
Facsimile: + 44 (0)20 7409 7415
Email: olga.moskvina@kazakhgold.com; enquiries@kazakhgold.com
JPMorgan Cazenove Limited Tel: +44 (0)20 7588 2828 Ian Hannam Neil Haycock
Mirabaud Securities Limited Tel: +44 (0)20 7878 3362 Peter Krens
Ron Marshman
City of London PR
Tel: +44 (0) 207 628 5518
Email: ron@mining-investor.com
www.kazakhgold.com
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE PLACING ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO
ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY
RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS DIRECTIVE') OR (2) WHO ARE
INVESTMENT PROFERSSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER') OR
ARE PERSONS FALLING WITHIN ARTICLE 49(2) (A) TO (D) ('HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER OR (3) ARE PERSONS TO WHOM AN
OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE
PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement has been issued by the Company and is the sole responsibility
of the Company. This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any securities of
the Company in the United States, Canada, Australia or Japan or in any other
jurisdiction in which such an offer of solicitation is unlawful. The GDRs have
not been, and will not be, registered under the United States Securities Act of
1933, as amended. This announcement is not an offer of securities for sale in
the United States, securities may not be offered or sold in the United States
absent registration or an exemption from registration and any public offering of
securities to be made in the United States must be made by means of a
prospectus, that may be obtained from the issuer or selling securityholder,
containing detailed information about the company and management, as well as
financial statements. There will be no public offering of GDRs in the United
States.
Any investment decision to buy securities in the Placing must be made solely on
the basis of publicly available information which has not been independently
verified by JPMorgan Cazenove or Mirabaud (together, the 'Managers') or Gold
Lion Holdings.
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly in or into the United States, Canada,
Australia or Japan. Any failure to comply with this restriction may constitute a
violation of United States, Canadian, Australian or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Managers, or any of their respective affiliates, or
any other person that would permit an offer of the GDRs or possession or
distribution of this announcement or any other offering or publicity material
relating to the GDRs in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required by
the Company and the Managers to inform themselves about and to observe any such
restrictions.
The Managers may participate in the Placing for their own account. Any such
investments will not be publicly disclosed except to the extent required by law.
The Managers are acting for Gold Lion Holdings only in connection with the
Placing, and no one else, and will not be responsible to anyone other than Gold
Lion Holdings for providing the protections offered to clients of the Managers
nor for providing advice in relation to the Placing or any other matters
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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