Secondary Share Sale
KazakhGold Group Ltd
15 November 2007
November 15, 2007
RESULTS OF 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' or 'KazakhGold') announces today the
sale of 6 million 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
KazakhGold.
Gold Lion Holdings has sold 6 million existing shares in the Company, in the
form of an aggregate of 6 million Global Depositary Receipts ('GDRs') at a price
of US$26.50 per GDR. The sale of shares represents approximately 11.9% of the
issued share capital of the Company. The free float of the Company has
consequently increased to approximately 56% with Gold Lion Holdings retaining
approximately 44% of the Company after the Placing.
Gold Lion Holdings has agreed 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 permits sales to be
made at the same time as the proposed admission to trading of the Company's
shares 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.
Kanat Assaubayev, Executive Chairman of KazakhGold, said:
'Investor appetite for quality gold stocks is very keen at the moment and it has
become apparent that the Company's Main Board admission process would benefit
from an increase in the free float of GDRs to assist market liquidity.
'Gold Lion Holdings remains fully supportive of KazakhGold and its objective to
become a one million ounce producer by 2011. I believe the Company is well
positioned to meet this target with the recently strengthened senior management
team and a clearly defined five year growth strategy.'
Further Information:
KazakhGold Group Limited. Tel: +44 (0)20 7409 7413; Fax: +44 (0)20 7409 7415
Olga Moskvina, Administrative Assistant.
olga.moskvina@kazakhgold.com; enquiries@kazakhgold.com
JPMorgan Cazenove Limited Tel: +44 (0)20 7588 2828 Ian Hennam, Neil Haycock
Mirabaud Securities Limited Tel: +44 (0)20 7878 3362 Peter Krens
City of London PR Limited Tel: +44(0)20 7628 5518 Ron Marshman,John Greenhalgh
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 PROFESSIONALS 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 U 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange