Kazakhmys PLC - Share transfers amongst major shareholders

/Kazakhmys PLC, December 15, 06/ - On 27 September 2006, Kazakhmys PLC announced a series of transfers of shares to be made among its major shareholders. A number of these transfers, as announced at the time, were subject to certain Kazakh regulatory approvals. As approvals have now been obtained for a number of these transfers, Kazakhmys PLC today announces the completion of the following transfers in accordance with its announcement dated 27 September 2006. Mr Cha has sold an interest of approximately 7.1% of Kazakhmys PLC to Mr Kim through the sale of the entire capital of Perry Partners S.A. to Mr Kim. This transaction occurred yesterday at that day's closing market price of the underlying shares in Kazakhmys PLC on the London Stock Exchange. Perry Partners SA is now wholly owned by Mr Kim. Following the completion of this transaction, Mr Cha now holds 4.5% of Kazakhmys through Mellow Fields Limited (of which Mr Cha is the sole ultimate beneficial owner). Following his acquisition of Perry Partners S.A., Mr Kim transferred a 2.5% interest in Kazakhmys PLC to Mr Vladimir Ni. As a result, Perry Partners S.A. (of which Mr Kim is the sole ultimate beneficial owner) now holds 4.6% of Kazakhmys PLC. Further details in relation to these transfers and the equity interests of the executive members of our management team are as set out in the annexe to this announcement. The remaining transfer that is awaiting Kazakh regulatory approvals relates to Mr Novachuk's decision to transfer a beneficial interest of 2.5% and 0.9% in Kazakhmys PLC to Mr Ruslan Yun and Mrs Gafura Ibrayeva respectively. A separate announcement will be made upon the completion of such transfers. City Code on Takeovers and Mergers (the "City Code") In accordance with its announcement dated 27 September 2006, the Panel on Takeovers and Mergers (the "Panel") (the body which administers the City Code) has said that those persons and entities named as concert parties in the announcement made by Kazakhmys PLC on 27 September 2006, together with Kinton Trade Limited and Mellow Fields Limited (together the "Concert Party") constitute a concert party for the purposes of the City Code. The Concert Party, as a group acting in concert, is interested in shares which carry 64.62% of the voting rights in Kazakhmys PLC. Following the share transfers announced today, the Concert Party will hold 62.12% of the voting rights in Kazakhmys PLC. The Panel has consented to the share transfers announced today and has re-confirmed that they do not trigger the Rule 9 mandatory bid requirements under the City Code. For further information please contact: --------------------------------------------- Jinsoo Yang, Head of IR Tel: +44 20 7901 7813 ----------------------- ---- ---------------- Sergei Stephantsov, +44 20 7901 7814 Deputy Head of IR Kazakhmys PLC --------------------------------------------- ---------------------------------- Robin Walker Tel: +44 20 7251 3801 ------------ ---- ---------------- Zoe Watt Finsbury ---------------------------------- Annexe The table below displays the equity interests of the executive members of our management team before these transactions and thereafter, assuming the completion of all above transactions as envisaged in this announcement: ----------------------------------------------------------------------- Director Number of shares Percentage Number of Percentage of before of issued share shares after issued share transfers capital before transactions capital after transfers transactions ----------- ---------------- --------------- ------------ ------------- Mr Kim 186,685,950 39.9 208,189,763 44.5 Mr Cha 54,246,982 11.6 21,056,314 4.5 Mr Novachuk 50,817,545 10.9 50,817,545 10.9 Mr Ni1 Zero Zero 11,686,855 2.5 Mr Munro 41,211 0.009 41,211 0.009 Mr Ogay 5,134,427 1.1 5,134,427 1.1 ----------------------------------------------------------------------- * Mr Ni is a non-executive director of Kazakhmys PLC The table below displays the equity interests of the existing shareholding entities (the "Entities") through which these executives hold their interests, before the aforementioned transactions and thereafter, assuming the completion of all above transactions as envisaged in this announcement. The percentage in brackets following the entity name represents the ultimate beneficial holding in the relevant vehicle: ----------------------------------------------------------------------------- Entities Number of Percentage of Number of Percentage of shares issued share shares after issued share before capital before transactions capital after transfers transfers transactions ----------------------- ----------- -------------- ------------ ------------- Cuprum Holding BV 135,944,325 29.08 135,944,325 29.08 ("Cuprum") (Mr Kim 100%) Perry Partners SA 54,246,982 11.60 21,503,813 4.6 ("Perry") (Mr Cha 100% pre-transfer/Mr Kim 100% post transfer) Harper Finance Limited 101,470,900 21.71 101,470,900 21.71 ("Harper") (Mr Kim 50%, Mr Novachuk 44.94% and Mr Ogay 5.06%) Kinton Trade Limited 10,433,045 2.23 10,433,045 2.23 ("Kinton") (Mr Novachuk 50%) Mellow Fields Limited Zero Zero 21,056,314 4.5 ("Mellow") (Mr Cha 100%) ----------------------------------------------------------------------------- Notes to Editors Kazakhmys PLC's principal business is the mining, processing, smelting, refining and sale of copper and copper products, including copper cathode and copper rod, which is carried on by the Group's main subsidiary LLC Kazakhmys Corporation. The Group is one of the largest producers of copper cathode and mined copper in the world. The Group's operations are vertically integrated. Kazakhmys operates 19 open pit and underground mines and two smelting and refining complexes in the Republic of Kazakhstan. Kazakhmys also owns significant rail infrastructure in Kazakhstan and MKM, a copper products fabrication company in Germany. [2006-12-15]