Update from the Independent Committee of the Board of
Eurasian Natural Resources Corporation PLC (the “Company” or “ENRC”)
Statement regarding request for Rule 2.6 Extension and Indicative Proposal
The Independent Committee of the Board of ENRC (the “Independent Committee”), consisting solely of independent non-executive directors of the Company, received a conditional, indicative proposal (the “Proposal”) on 16th May 2013 from the consortium consisting of Mr Chodiev, Mr Ibragimov, Mr Machkevitch and the Committee of the State Property and Privatisation of the Ministry of Finance of the Republic of Kazakhstan (acting on behalf of the Government of the Republic of Kazakhstan) and JSC Sovereign Wealth Fund “Samruk-Kazyna” (together, the “Consortium”) in relation to a potential offer to acquire all of the issued and to be issued share capital of ENRC not already held by the Consortium.
The Independent Committee believes that the Proposal materially undervalues ENRC.
The Independent Committee requested the Panel on Takeovers and Mergers (“The Panel”) to extend the deadline set under Rule 2.6 of the City Code on Takeovers and Mergers (the “Code”) to Monday 3rd June 2013 at 5pm BST, which the Panel has consented to. By such time, the Consortium must either announce a firm intention to make an offer for the Company in accordance with the Code or announce that they do not intend to make an offer.
The extension will allow the Consortium sufficient time to submit a revised proposal that may be capable of being recommended by the Independent Committee to ENRC’s minority shareholders. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
The Chairman of the Independent Committee, Dr Mohsen Khalil, said: “The primary role of the Independent Committee is to safeguard the interests of all minority shareholders and ensure that their rights are properly protected.”
He added, “We believe the current proposal materially undervalues ENRC, and we will use the extension to seek an improved and formal proposal. The Independent Committee is committed to serving the best interests of minority shareholders through a professional, transparent and rigorous process, which incorporates the highest standards and principles of independence and integrity.”