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

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT ACQUIRE ANY KAZAKHMYS CONSIDERATION SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY KAZAKHMYS PLC ON 7 AUGUST 2013 AND THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY KAZAKHMYS PLC ON 22 AUGUST 2013

FOR IMMEDIATE RELEASE

4 October 2013

Offer

for

Eurasian Natural Resources Corporation PLC

by

Eurasian Resources Group B.V.

Offer Unconditional as to Acceptances and Extension of Offer

Introduction

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) (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Eurasian Resources on 7 August 2013 (the "Offer Document").

Eurasian Resources is pleased to announce that the Offer has become unconditional as to acceptances. Further details are set out below.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available at www.machkevitchconsortiumoffer.com.

Acceptance by Kazakhmys

As set out in the announcement made by Eurasian Resources on 30 September 2013, Eurasian Resources requested, pursuant to the terms of the Kazakhmys Irrevocable Undertaking, that Kazakhmys accept the Offer on 4 October 2013. Eurasian Resources is pleased to confirm that Kazakhmys has now accepted the Offer and accordingly the Offer has become unconditional as to acceptances.

Level of acceptances

As at 11.00 a.m. (London time) on 4 October 2013, Eurasian Resources had received valid acceptances of the Offer in respect of 545,309,781 ENRC Shares (representing approximately 42.34 per cent. of the issued share capital of ENRC). In addition, Eurasian Resources already owns 693,922,241 ENRC Shares (representing approximately 53.88 per cent. of the issued share capital of ENRC). Accordingly, as at 11.00 a.m. on 4 October 2013, Eurasian Resources either owned or had received valid acceptances of the Offer in respect of 1,239,232,022 ENRC Shares, representing approximately 96.23 per cent. of the issued share capital of ENRC, which Eurasian Resources may count towards the satisfaction of the acceptance condition to the Offer.

Of these acceptances, acceptances have been received in respect of 334,824,860 ENRC Shares (representing approximately 26 per cent. of the issued share capital of ENRC) which were subject to the Kazakhmys Irrevocable Undertaking.

So far as Eurasian Resources is aware, none of these acceptances have been received from persons acting in concert with Eurasian Resources other than the Kazakhmys Group.

The percentages of ENRC Shares referred to in this announcement are based upon a figure of 1,287,750,000 ENRC Shares in issue on 4 October 2013.

Extension of Offer

The Offer, which remains subject to the other terms and Conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on 25 October 2013, by which date all outstanding Conditions need to be satisfied or waived in accordance with the terms of the Offer Document.

ENRC Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:

· If you hold your ENRC Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document, to the Receiving Agentas soon as possible so it isreceived by no later than 1.00 p.m. (London time) on 25 October 2013.

· If you hold ENRC Shares in uncertificated form (that is, in CREST), your electronic acceptance should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible and in any event, by no later than 1.00 p.m. (London time) on 25 October 2013.

Settlement

Subject to the Offer becoming or being declared unconditional in all respects, settlement of the consideration to which any ENRC Shareholder is entitled under the Offer will be effected, in the case of acceptances received, complete in all respects, by the date on which the Offer becomes or is declared unconditional in all respects, within 14 calendar days of such date, save as set out below or in the Offer Document.

Kazakhmys Consideration Shares

Where an acceptance relates to ENRC Shares in certificated form, Kazakhmys' registrar will issue definitive certificates for the Kazakhmys Consideration Shares in the relevant accepting ENRC Shareholders' names after receiving the duly stamped stock transfer forms. The Receiving Agent has been instructed to arrange for the stamping of the relevant stock transfer forms as promptly as possible, with a view to definitive certificates for the Kazakhmys Consideration Shares being despatched within 14 calendar days of the Offer becoming or being declared unconditional in all respects. However, the time required for stamping the relevant stock transfer forms depends on the workload of the Stamp Office and the availability of "same-day stamping" services. Accordingly, it is possible that definitive certificates for the Kazakhmys Consideration Shares may not be despatched to accepting ENRC Shareholders within that 14 calendar day period. In such event, definitive certificates for the Kazakhmys Consideration Shares would be despatched as soon as possible thereafter.

Interest in ENRC Shares

As at 3 October 2013 (being the latest practicable date prior to the date of this announcement), persons acting in concert with Eurasian Resources held, in aggregate, 337,065,624 ENRC Shares (including those held by the Kazakhmys Group and its concert parties), representing approximately 26.17 per cent of the issued share capital of ENRC.

Save as disclosed above, as at 3 October 2013 (being the latest practicable date prior to the date of this announcement), neither Eurasian Resources, nor any person acting in concert with Eurasian Resources, is interested in, or has any rights to subscribe for any relevant securities of ENRC, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of ENRC. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of ENRC and any borrowing or lending of any relevant securities of ENRC which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of ENRC.

In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement will be available on Eurasian Resources' website at www.machkevitchconsortiumoffer.com by no later than 12 noon on 7 October 2013.

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 is being made solely through the Offer Document, which contains 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 and the supplementary 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 were published by Kazakhmys on 7 August 2013 and 22 August 2013 respectively, and 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 is 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 in either case subject to and in accordance with 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 in either case subject to and in accordance with 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.