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KAZ: VTB Capital Plc: Form 8 (DD) - Kazakhmys PLC

  KAZ: VTB Capital Plc: Form 8 (DD) - Kazakhmys PLC

UK Regulatory Announcement

LONDON

                                                                   FORM 8 (DD)

 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
   (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

           Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Identity of the party to the offer or
person acting in concert making the        VTB Capital PLC*
disclosure:
(b) Owner or controller of interests and
short positions disclosed, if different
from 1(a):                                  N/A

The naming of nominee or vehicle
companies is insufficient
(c) Name of offeror/offeree in relation
to whose relevant securities this form
relates:                                    Kazakhmys plc

Use a separate form for each
offeror/offeree
(d) Status of person making the
disclosure:                                 Connected Advisor to Mr. Alexander
                                            Machkevitch, Mr. Alijan Ibragimov,
e.g. offeror, offeree, person acting in     Mr. Patokh Chodiev and the Kazakh
concert with the offeror/offeree (specify   Government
name of offeror/offeree)
(e) Date dealing undertaken:                20^th May 2013
(f) Has the party previously disclosed,
or is it today disclosing, under the Code   NO
in respect of any other party to this
offer?

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing

Class of relevant security:               20p Ordinary
                                          Interests         Short positions
                                           Number     %      Number    %
(1) Relevant securities owned and/or                        363,000    0.07
controlled:
(2) Derivatives (other than options):                                 
(3) Options and agreements to              1,000,000   0.19             
purchase/sell:
TOTAL:                                     1,000,000   0.19   363,000    0.07

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors’ and other
executive options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages: 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant      Purchase/sale  Number of securities  Price per unit
security
20p Ordinary            Purchase        2484                   3.35 GBP
20p Ordinary            Purchase        5000                   3.342 GBP
20p Ordinary            Sold            1219                   3.381 GBP
20p Ordinary            Sold            500                    338.3 GBP
20p Ordinary            Sold            1322                   338.4 GBP
20p Ordinary            Sold            1886                   338.5 GBP
20p Ordinary            Sold            2557                   338.7 GBP
20p Ordinary            Sold            3530                   343 GBP
20p Ordinary            Sold            1470                   343.1 GBP
20p Ordinary            Sold            758                    343.4 GBP
20p Ordinary            Sold            1300                   343.5 GBP
20p Ordinary            Sold            7942                   343.6 GBP
20p Ordinary            Sold            1415                   348.3 GBP
20p Ordinary            Sold            1650                   348.4 GBP
20p Ordinary            Sold            400                    348.5 GBP
20p Ordinary            Sold            1535                   348.8 GBP

(b) Derivatives transactions (other than options)

                           Nature of dealing
Class of    Product                                       Number of     Price
relevant   description   e.g. opening/closing a        reference    per
security                   long/short position,           securities    unit
            e.g. CFD       increasing/reducing a
                           long/short position

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

                         Writing,      Number of               Type                 Option
Class of   Product       purchasing,   securities   Exercise                        money
relevant  description  selling,     to which    price     e.g.       Expiry  paid/
security   e.g. call     varying       option       per unit   American,   date     received
           option        etc.          relates                 European             per unit
                                                               etc.

(ii) Exercising

Class of relevant          Product description   Number of     Exercise price
security                                       securities   per unit
                           e.g. call option

(d) Other dealings (including subscribing for new securities)

                    Nature of dealing
Class of relevant                      Details  Price per unit (if
security            e.g. subscription,             applicable)
                    conversion

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer or person acting in concert making the disclosure and any other
person:

If there are no such agreements, arrangements or understandings, state “none”
None

(b) Agreements, arrangements or understandings relating to options or
derivatives

Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer or person acting in concert making the
disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”
None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)  YES
Supplemental Form 8 (SBL)              YES

Date of disclosure:  21^st May 2013
Contact name:         Jon Dyos
Telephone number:     0203 334 8681

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is
available for consultation in relation to the Code’s dealing disclosure
requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

*This report is being made “on behalf of VTB Capital plc, JSC VTB Bank and
affiliated entities

                                          SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

  DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR
                                  SELL ETC.

            Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of person whose open positions are being disclosed:   VTB Capital plc
Name of offeror/offeree in relation to whose relevant          Kazakhmys plc
securities the disclosure relates:

2. OPTIONS AND DERIVATIVES

                                 Number of                   Type
Class of  Product                securities to     Exercise
relevant  description Written or which option or   price per e.g.      Expiry
security  e.g. call   purchased  derivative        unit      American, date
          option                 relates                     European
                                                             etc.
20p       Put option  Sold       1,000,000         3.4 GBP   American  Dec 13
Ordinary

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position
can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences (“CFDs”) or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation
to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

                                                     SUPPLEMENTAL FORM 8 (SBL)

               DETAILS OF SECURITIES BORROWING AND LENDING AND

                     FINANCIAL COLLATERAL ARRANGEMENTS BY

              PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

            Note 5(l) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of person whose positions/transactions are being      VTB Capital plc
disclosed:
Name of offeror/offeree in relation to whose relevant          Kazakhmys plc
securities this form relates:

2. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

Class of relevant security:                                      20p
                                                                Number  %
Securities borrowed:                                             408,000 0.078
Securities lent (including securities subject to a security
financial collateral arrangement with right of use or a title           
transfer collateral arrangement):

Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.

3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

                  Nature of transaction

Class of relevant e.g. securities lending/borrowing,               Number of
security          delivery/receipt of recalled securities,         securities
                  entering into financial collateral arrangement
                  with right of use, entering into title transfer
                  collateral arrangement etc.

The Panel’s Market Surveillance Unit is available for consultation in relation
to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Contact:

VTB Capital Plc