OREANDA-NEWS. January 24, 2011. SAT & Company JSC ("SAT & Company") and ShalkiyaZinc N.V. ("ShalkiyaZinc") announced that, following the satisfaction of all remaining conditions, the previously announced capital investment (the "Transaction") by SAT & Company of USD0 million in ShalkiyaZinc in consideration for an equity interest ("New Shares") equal to 81.39% of the enlarged issued share capital of ShalkiyaZinc has completed, reported the press-centre of KASE.

The Transaction was completed following satisfaction of the final condition precedent to the capital investment, the receipt of a waiver from Kazakhstan's Government in respect of its pre-emption rights to the New Shares on 17 January 2011. ShalkiyaZinc intends to use the net proceeds of the Transaction to fund  the repayment of a significant part of its indebtedness (in particular the loans from JSC BTA Bank) and to meet its ongoing working capital and other immediate needs.

The new directors of the ShalkiyaZinc appointed at the shareholders' meeting  on 17 September 2010 have now taken office. ShalkiyaZinc's management board now consists of the following individuals: Marat Sarktybayev, Daniyar Amanov, Oryngazy Jaboldinov, Rollan Mussinov, Murat Perzadaev and Aynur Bidaibekova. Biographies of the new directors can be found in ShalkiyaZinc's press release dated 17 September 2010 (which can be found at http://www.zinc.kz/images/content/9292835_1.pdf).

Pursuant to Dutch law, SAT & Company is required to make a mandatory offer in accordance with the UK City Code on Takeovers and Mergers for the entire issued share capital of ShalkiyaZinc (including the shares in ShalkiyaZinc represented by ShalkiyaZinc GDRs).  SAT & Company today announced that it will make a mandatory offer ("Mandatory Offer") at an offer price in cash equal to the subscription price of the New Shares, i.e. USD2.023 per ordinary share (or USD0.2023 per GDR).  Further details of the Mandatory Offer are set out in the other announcement ("Rule 2.5 Announcement") released today by ShalkiyaZinc and SAT & Company (which can be found at http://www.sat.kz/en/news/news_list/2011/January/310  or http://www.zinc.kz/eng/40.htm).  Subject to the considerations set out in the Rule 2.5 Announcement, the Independent ShalkiyaZinc Directors (as that term is defined in the Rule 2.5 Announcement) have voted unanimously to recommend that holders of shares and/or GDRs in ShalkiyaZinc accept the Mandatory Offer when it is made.  The offer document containing the formal terms of the Mandatory Offer will be posted to ShalkiyaZinc shareholders as soon as reasonably practicable and, in any event, within 28 days of the Rule 2.5 Announcement.

Commenting on the Transaction, Olzhas Tokhtarov, Chief Executive Officer of SAT, said:

"SAT & Company's investment will enable ShalkiyaZinc to cover its short-term financing requirements thereby laying the foundations that will help to realize the long-term potential of ShalkiyaZinc's assets. This investment provides further evidence of SAT & Company's ambitions to increase its operations and activities in Kazakhstan as part of its growth strategy."

Houlihan Lokey (Europe) Limited is acting as financial adviser to ShalkiyaZinc. Norton Rose LLP is acting as legal adviser to ShalkiyaZinc in respect of English and Dutch law, with assistance from Macleod Dixon in respect of Kazakhstan law.

Renaissance Capital Limited is acting as financial adviser to SAT & Company. Maclay, Murray & Spens LLP is acting as legal adviser to SAT & Company in respect of English law, with assistance from Houthoff Burma in respect of Dutch law.