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Kazakhmys PLC (KAZ)

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Monday 20 June, 2011

Kazakhmys PLC

Update on Hong Kong Listing

RNS Number : 7796I
Kazakhmys PLC
20 June 2011
 



 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, INDIA, JAPAN, MALAYSIA, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE

 

 

20 June 2011

 

 

KAZAKHMYS PLC UPDATE ON HONG KONG LISTING AND PROCEDURES FOR MOVING SHARES IN CONNECTION WITH THE PROPOSED LISTING ON THE STOCK EXCHANGE OF HONG KONG LIMITED

 

Kazakhmys PLC ("Kazakhmys" or the "Company") today announces an update in relation to its application for a listing of its ordinary shares on the main board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), to be effected by way of an introduction (the "Hong Kong Introduction"), as a secondary listing alongside its primary listing of ordinary shares on the London Stock Exchange. The Listing Committee of the Hong Kong Stock Exchange considered the Company's application for listing (the "Hong Kong Listing") on 12 May 2011 and 9 June 2011 and it is expected that dealings in the ordinary shares of the Company on the main board of the Hong Kong Stock Exchange will commence at 9.00am on 29 June 2011.

 

Kazakhmys expects to publish its listing document for the Hong Kong Introduction (the "Listing Document") on or around 21 June 2011, with the document being available on the Company's website (www.kazakhmys.com) and on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk/). Copies of the Listing Document will be available for information purposes only during normal business hours from 21 June 2011 to 6 July 2011 (both days inclusive) at the offices of each of the Joint Sponsors: (i) China International Capital Corporation Hong Kong Securities Limited, 29th Floor, One International Financial Centre, 1 Harbour View Street, Central Hong Kong; (ii) Citigroup Global Markets Asia Limited, 50th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong; and (iii) J.P. Morgan Securities (Asia Pacific) Limited, Ground Floor Reception, Chater House, 8 Connaught Road, Central, Hong Kong and the office of the Company's Hong Kong legal advisers, Allen & Overy, 9th Floor, 3 Exchange Square, Central, Hong Kong.

 

This announcement contains details of how eligible shareholders will be able to remove their shares from the Company's principal register of members in the UK (the "UK share register") to a share register in Hong Kong (the "Hong Kong share register").

 

Removal of shares to the Hong Kong share register

 

On 17 June 2011, the Company sent a letter to all shareholders on the UK share register providing details of how eligible shareholders will be able to remove their shares from the UK share register to the Hong Kong share register.

 

The Company's shares are currently registered on a share register in the United Kingdom for the purposes of trading on the London Stock Exchange. In order for shares in the Company to be traded on the Hong Kong Stock Exchange, it will be necessary for such shares to be moved from the UK share register to the Hong Kong share register. There is no requirement for shareholders to move their shareholdings from one share register to another. If shareholders choose to keep their shares on the UK share register, their shares will remain tradable on the London Stock Exchange in the normal way and they need to do nothing in response to the letter. If shareholders wish to move their shares in the Company from the UK share register to the Hong Kong share register, they are required under the UK Companies Act 2006 to have an address in Hong Kong.

 

If shareholders hold their shares in CREST and wish to move them to the Hong Kong share register, firstly they need to complete a form of "Request for Removal of Securities" and forward to Computershare Investor Services PLC, UK share registrar. Secondly, shareholders should arrange with their broker for a stock withdrawal instruction to be sent through the CREST system specifying the number of shares to be withdrawn from CREST and the person to be registered as the holder of such shares on the Hong Kong share register (for which the same name should appear on the Request for Removal of Securities form).

 

If shareholders currently hold their shares in certificated form and want to move their shares from the UK share register to the Hong Kong share register, they can do that by completing and returning, in accordance with the instructions on it, the form of "Request for Removal of Securities" along with the share certificates representing the shares to be moved. By signing the form shareholders agree that, if the Hong Kong Listing does not proceed, they authorise the Company to arrange for their shares to be moved back to the UK share register and, if the Participant ID and Member Account ID boxes have been completed on their "Request for Removal of Securities" form, to be held in non-materialised form through CREST. Accordingly, shareholders appoint and authorise the Company to act as their agent to execute all such documents and do all such things as may be necessary or desirable to effect this and they undertake to execute all such documents themselves (including, without prejudice, any power of attorney) and do all such things as may be necessary or desirable to effect this.

 

If shareholders return the completed Request for Removal of Securities form to Computershare Investor Services PLC, UK share registrar, before 5.00 pm on 24 June 2011, their resultant share certificate(s) will be ready by 28 June 2011; if they return the completed Request for Removal of Securities form to Computershare Investor Services PLC, UK share registrar, before 5.00 pm on 4 July 2011, their resultant share certificate(s) will be ready by 7 July 2011. In both cases, there will be no charge to shareholders for moving their shares to the Hong Kong share register. Thereafter there will be charges from share registrars for removals from one register to the other (save for one free removal back to the UK share register if trading of the Company's shares on the Hong Kong Stock Exchange does not happen on or before 29 June 2011). Typically, the moving of shares between the UK share register and the Hong Kong share register is expected to be completed in seven business days (during which time the shares being moved will not be able to be traded).

 

If shareholders want their shares to be registered on the Hong Kong share register on the first date of the Hong Kong Listing, they need to complete and return the Request for Removal of Securities form to be received by Computershare Investor Services PLC, UK share registrar, no later than 5.00 pm on 24 June 2011.

 

Shareholders will be unable to trade their shares readily from the time they apply for them to be moved to the Hong Kong share register until trading begins in Hong Kong and their shares have been moved. Since the Hong Kong Listing is still subject to the Hong Kong Stock Exchange granting formal listing approval, the Company is unable to guarantee to shareholders that the Hong Kong Listing will necessarily occur. If the Hong Kong Listing does not occur on or before 29 June 2011, the Company shall notify shareholders and make arrangements for their shares to be moved from the Hong Kong share register back to the UK share register and, if appropriate, have them dematerialised again into CREST at no charge to shareholders.

 

The Company cannot advise shareholders on tax or other consequences if they ask to move their shares to or from the Hong Kong share register and they should take professional advice on that and the letter sent to them.

 

Liquidity arrangements

 

Details of the Company's liquidity arrangements in connection with the Hong Kong Introduction are provided in the Listing Document which will be published on or around 21 June 2011, with the document being available on the Company's website (www.kazakhmys.com) and on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk/).

 

Important notice

 

If a shareholder requests the removal of shares to the Hong Kong share register, such shares will be unavailable for the settlement of trades from the time that the application to move them to the Hong Kong share register is made until the later of (i) the shareholder being issued with a share certificate representing the shares moved to the Hong Kong share register and (ii) the Hong Kong Introduction becoming effective.

 

The Hong Kong Introduction is subject to the granting of admission of, and permission to deal in, the Company's ordinary shares by the listing committee of the Hong Kong Stock Exchange.

 

Shareholders should take professional advice in relation to the tax and other consequences of moving shares onto the Hong Kong share register or depositing shares into the Central Clearing and Settlement System of Hong Kong.

 

Where shareholders have requested a removal of shares to the Hong Kong share register, whether as part of the batch process or an ad hoc removal request, dealings in those shares cannot take place until the relevant removal procedures have been completed, during which time the Company's share price could change. The Company does not accept any responsibility for any loss or damage which results, directly or indirectly, from the removal of shares to or from the Hong Kong share register.

 

This announcement is not a prospectus but an advertisement and investors should not acquire new ordinary shares in Kazakhmys referred to in this announcement except on the basis of the information contained in the Listing Document.

 

For further information please contact:

 

Kazakhmys PLC



John Smelt

Head of Corporate Communications

Tel: +44 20 7901 7882

Tel: +44 78 7964 2675

Irene Burton

Financial Analyst

Tel: +44 20 7901 7814

Zulfira Mukhamedyarovа

Senior Manager - Media Relations

Tel: +77 27 266 3317

Merlin



David Simonson


Tel: +44 20 7726 8400

Ian Middleton


Tel: +44 20 7726 8400

Fiona Crosswell


Tel: +44 20 7726 8400

 

REGISTERED OFFICE

6th Floor, Cardinal Place, 100 Victoria Street, London SW1E 5JL.

Notes to Editors

Kazakhmys PLC is a leading international natural resources group with significant interests in copper, gold, zinc, silver, power generation and petroleum.

 

It is the largest copper producer in Kazakhstan and one of the top worldwide with 17 operating mines, 10 concentrators and 2 copper smelters. Kazakhmys Copper operations are fully integrated from mining ore through to the production of finished copper cathode and rod. Total copper cathode equivalent produced in 2010 from own ore was 303 thousand tonnes. Production is backed by a captive power supply and significant rail infrastructure.

 

Kazakhmys Copper produces significant volumes of other metals, including zinc, silver and gold. In 2010, it produced 167 thousand tonnes of zinc in concentrate. The Group is in the top ten largest silver producers in the world (14 million ounces produced in 2010).

 

Kazakhmys Power has a 50% interest in the coal fired Ekibastuz GRES-1 plant, the largest in Kazakhstan with a nameplate capacity of 4,000 MW.

 

Kazakhmys Petroleum is continuing its work programme at the East Akzhar exploration block, located on the eastern fringe of the Caspian depression, which was acquired in April 2007.

 

The Group is part of the FTSE-100 index of companies listed on the London Stock Exchange and is also listed on the Kazakhstan Stock Exchange (KASE). It had revenues of $3.2 billion in 2010 with Group EBITDA (excluding special items) of $2.8 billion. The Group employs some 61,000 people, principally in Kazakhstan. The Group's strategic aim is to optimise its current operations, deliver its major growth projects and to diversify and participate in the development of the significant natural resource opportunities in Central Asia.

 

This announcement has been issued by and is the sole responsibility of Kazakhmys PLC.

 

This announcement is for information purposes only and is not intended to and does not constitute or form any part of any offer or invitation to subscribe for or purchase any securities or the solicitation of any offer to subscribe for, purchase, or otherwise acquire any securities.

 

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised.

 

The announcement is not an offer for sale of or a solicitation of any offer to buy securities in the United States, India, Japan, Malaysia, New Zealand, South Africa or any other jurisdiction. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933 (the "Securities Act"). Kazakhmys PLC's shares have not been and will not be registered under the Securities Act or under the securities laws of any state or territory of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws. Kazakhmys PLC does not intend to register any of the securities referred to herein in the United States or to conduct a public offering of such securities in the United States.

 

This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of Kazakhmys PLC. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the Listing Document to be published by Kazakhmys PLC. This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied upon for any investment contract or decision.

 

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. No action has been taken that would permit an offering of such rights or shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

China International Capital Corporation, Citigroup and J.P. Morgan Cazenove are acting solely for Kazakhmys PLC and no one else in connection with the Hong Kong Introduction and will not regard as a client anyone (whether or not a recipient of this announcement) other than Kazakhmys PLC in connection with the Hong Kong Introduction and will not be responsible to anyone (whether or not a recipient of this announcement) other than Kazakhmys PLC for providing the protections afforded to their clients or for providing advice to anyone other than Kazakhmys PLC in connection with the Hong Kong Introduction or any other matter referred to herein.

 

Apart from the responsibilities and liabilities, if any, which may be imposed on China International Capital Corporation, Citigroup and J.P. Morgan Cazenove by the FSMA, none of China International Capital Corporation, Citigroup and J.P. Morgan Cazenove (or any of their affiliates or agents) accepts any responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to, the contents of this announcement (including its accuracy, completeness or verification) or any other statement made or purported to be made by it, or on its behalf, in connection with Kazakhmys PLC or  the Hong Kong Introduction.  Each of China International Capital Corporation, Citigroup and J.P. Morgan Cazenove accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement  J.P. Morgan Cazenove is a marketing name used by J.P. Morgan Securities Ltd. and its affiliates in connection with its UK investment banking activities.

 

Neither the content of Kazakhmys PLC's website nor any website accessible by hyperlinks on Kazakhmys PLC's website is incorporated in, or forms part of, this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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