Ashurst is advising Kazakhmys' sponsors, Citi and JPMorgan Cazenove in relation to the £3 billion offer for Eurasian Natural Resources Corporation (ENRC) by a consortium in order to take the mining group private. The consortium comprises the mining group's founders Alexander Machkevitch, Alijan Ibragimov and Patokh Chodiev along with the Kazakh government. Under the terms of the offer, Kazakhmys will be entitled to a cash consideration of US $887 million and 77,041,147 of its own shares (which will be acquired by way of a share repurchase).
Kazakhmys is a 26% shareholder in ENRC and has given an irrevocable undertaking to accept the offer by the consortium. The transfer of Kazakhmys' 26% stake in ENRC under the offer is a class 1 transaction under UK Listing Rules. The fact that the consortium and Kazakhmys are related parties under the Listing Rules (due to the consortium's 26% holding in Kazakhmys) and the settlement mechanics under the offer involves a share repurchase by Kazakhmys, the acceptance of the offer, the share repurchase and the publication by Kazakhmys of a prospectus in connection with the offer are related party transactions under UK Listing Rules. Accordingly, implementation of the offer requires the approval of Kazakhmys shareholders at a general meeting and a circular convening such meeting is expected to be published in due course.
The Ashurst team was led by head of equity capital markets partner Nicholas Holmes, assisted by counsel Caroline Chambers and senior associate Padmini Singla.
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