JSC National Company Kazmunaygas CHANGES TO NC KMG & KMG EP RELATIONSHIP AGREEMENT
17 Junio 2016 - 5:07AM
RNS Non-Regulatory
TIDM67LN
JSC National Company Kazmunaygas
17 June 2016
17 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
CHANGES TO RELATIONSHIP AGREEMENT BETWEEN NC KMG AND KMG EP
JSC National Company KazMunayGas ("NC KMG") is today publishing
the attached full proposal for changes to the Charter of JSC
KazMunaiGas Exploration Production ("KMG EP") and to the
Relationship Agreement that governs the interaction between NC KMG
and KMG EP, as well as a proposal to offer an exit to those
shareholders who wish one if these proposals are approved.
NC KMG has formally requested an EGM of KMG EP to enable
shareholders to vote on these proposals. The proposals require the
support of a majority of Minority Shareholders who vote at the EGM
to proceed.
Click on, or paste the following link into your web browser, to
view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/5471B_-2016-6-17.pdf
Note:
KMG NC, Central Asia's largest oil and gas company, is
Kazakhstan's national operator for exploration, production,
refining and transportation of hydrocarbons. The Company accounts
for 28.6% of oil and 16% of gas production in Kazakhstan and is one
of the country's largest employers, with over 76,000 employees. The
consolidated oil and gas condensate output in 2015 amounted to
22,670 thousand tons, gas production - 7,255 MMcm, 16,317 thousand
tons of oil were sent to the refineries for processing; the proven
oil and gas condensate reserves are 801.2 mn tons. The Company
represents the Government in the oil and gas sector, 90% of it is
owned by the "Samruk-Kazyna" JSC, Kazakhstan's sovereign wealth
fund, and 10% by the National Bank of the Republic of Kazakhstan.
KMG NC has participatory interests in 38 oil & gas businesses
in Kazakhstan and abroad.
Enquiries:
Media enquiries:
Portland
Oliver Pauley +44 (0)207 554 1608
This announcement does not constitute an offer or invitation to
purchase any securities. Any offer (if made) will be made solely by
certain offer documentation which will contain the terms and
conditions of any such offer (if made) and details of how to accept
it.
Any offer contemplated in the documentation referred to in this
announcement will be made in compliance with, to the extent
applicable, Regulation 14E ("Regulation 14E") under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act").
NC KMG is analyzing whether any such offer is exempt from certain
of the requirements of Regulation 14E pursuant to Rule 14d-1(c) or
14d-1(d) under the Exchange Act (the "Cross-Border Tender Offer
Exemptions").
In the event that NC KMG determines that such offer is exempt
from certain of the requirements of Regulation 14E pursuant to a
Cross-Border Tender Offer Exemption, it and any covered person may
rely on any exemption or relief provided for by such Cross-Border
Tender Offer Exemption, including any available exemption from the
requirements of Rule 14e-5 that permits brokers undertaking the
offer or their affiliates to acquire, or make arrangements to
acquire, Shares or GDRs outside the United States other than
pursuant to such offer, on or off the Kazakhstan Stock Exchange or
the London Stock Exchange or otherwise, before or during the
timeframe of the offer, so long as those acquisitions or
arrangements comply with applicable Kazakhstan Laws and practice
and the provisions of such exemption. In such event, information
about any such acquisitions or arrangements which is made public in
Kazakhstan will be made available, including in the United
States.
This communication is only being distributed to and is only
directed at persons who are (i) outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) persons who are holders of the
Securities or who otherwise fall within Article 43 of the Order or
(iv) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order or (v) any other persons to whom this communication may
lawfully be communicated (all such persons together being referred
to as "relevant persons"). Any person who is not a relevant person
should not act or rely on this document or any of its contents.
This announcement, including information included in the
documentation referred to in this announcement, may contain
"forward-looking statements" concerning NC KMG. All statements
other than statements of historical facts included in this document
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Such forward looking statements involve risks
and uncertainties that could significantly affect expected results
or outcomes and are based on certain key assumptions. Many factors
could cause actual results or outcomes to differ materially from
those projected or implied in any forward looking statements. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements, which speak only
as of the date hereof. NC KMG assumes no obligation and does not
intend to update these forward-looking statements, except as
required pursuant to applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 17, 2016 06:07 ET (10:07 GMT)
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