ENRC.L Regulatory News (ENRC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

12 July 2013

Offer Document Posting Date

On 24 June 2013 the board of Eurasian Resources Group B.V. ("Eurasian Resources") announced the terms of an offer to be made by Eurasian Resources for the entire issued and to be issued share capital of Eurasian Natural Resources Corporation PLC ("ENRC") (other than the ENRC Shares already held by Eurasian Resources).

In that announcement it was stated that the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance would be posted to ENRC Shareholders as soon as practicable after the passing of the Kazakhmys Resolutions at the Kazakhmys General Meeting and (save with the consent of the Panel) within 28 days of the date of this announcement. Kazakhmys would also publish the Prospectus (subject to the passing of the relevant Kazakhmys Resolution) in respect of the Kazakhmys Consideration Shares on the same date.

Kazakhmys has today announced that it has posted the Kazakhmys Circular containing details of the Kazakhmys Resolutions (which include the approval of, inter alia, the publication by Kazakhmys of the Prospectus) and has given notice to convene the Kazakhmys General Meeting to be held on Friday 2 August 2013.

In the event that all necessary resolutions are passed at the Kazakhmys General Meeting on 2 August 2013, Eurasian Resources expects to post the Offer Document to ENRC Shareholders by Wednesday 7 August 2013 (or such later date as may be agreed with the Panel). The Panel has given its consent for the expected posting date for the Offer Document.

Terms used in this announcement have the meanings given to them in the announcement of 24 June 2013 unless stated otherwise herein.

Société Générale is acting solely for Eurasian Resources and Holdco in connection with the Offer and no one else and will not be responsible to anyone other than Eurasian Resources and Holdco for providing the protections afforded to clients of Société Générale or for providing advice in relation to the Offer or any other transaction or arrangement referred to in this announcement. Société Générale is a French credit institution (bank) authorised by the Autorité de Contrôle Prudentiel (the French Prudential Control Authority) and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of Société Générale's authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available from Société Générale on request.

Sberbank CIB is a Russian joint-stock company authorised and regulated by the Federal Financial Markets Service in the Russian Federation, and is acting exclusively for Eurasian Resources and no one else in connection with the Offer and will not be responsible to anyone other than Eurasian Resources for providing the protections afforded to clients of Sberbank CIB nor for giving advice in relation to the Offer or any other transaction or arrangement referred to in this announcement.

VTB Capital is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for Eurasian Resources and no one else in connection with the Offer and will not be responsible to anyone other than Eurasian Resources for providing the protections afforded to clients of VTB Capital nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and (in respect of the ENRC Shareholders who hold ENRC Shares in certificated form) the Form of Acceptance. Relevant ENRC Shareholders are also directed to the Prospectus (for which each of Eurasian Resources, Holdco and the Consortium members and (as relevant) each of their respective shareholders, affiliates, directors, employees, officers and advisers has no, and disclaims all, responsibility and liability) which will be published by Kazakhmys (subject to the passing of the relevant Kazakhmys Resolution) on the date on which the Offer Document is posted, and will contain information about Kazakhmys and the Kazakhmys Consideration Shares.

This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales. The Offer will be subject to the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Takeover Code.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Relevant ENRC Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Relevant ENRC Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Unless otherwise determined by Eurasian Resources or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being made, and will not be made, directly or indirectly, in or into the United States or any other Restricted Jurisdiction or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, fax transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of the United States or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States (or by or on behalf of any Relevant ENRC Shareholder that is resident in the United States) or any other Restricted Jurisdiction.

Accordingly, unless otherwise determined by Eurasian Resources or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and the Offer Document and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, sent or otherwise made available (including, without limitation, by custodians, nominees or trustees) in, into or from the United States or any other Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute, send or otherwise make it available in, into or from such jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash), which in respect of this Offer, shall include Kazakhmys, must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.