ENRC founders consider buyout offer as internal conflict erupts

By bne IntelliNews April 22, 2013

bne -

The three founding shareholders of LSE-listed Kazakh mining giant Eurasian Natural Resources Corp. (ENRC), are considering making an offer for the company that could see it delisted. The plan emerges as the company sees corporate governance issues spiral into an internal crisis.

Alexander Machkevitch, one of the so-called "ENRC troika" of founders, said in an April 19 statement that he and fellow shareholders Alijan Ibragimov and Patokh Chodiev, together with the Kazakhstani government, are considering several options, including an offer to minority shareholders.

Together, the three founders hold 43.77%, with the Kazakh government, through the State Property & Privatisation Committee of the Ministry of Finance of Kazakhstan holding 11.65%. A further 26% is owned by fellow Kazakh mining company Kazakhmys, which in turn is 26% owned by the government.

Although Machkevitch stressed that plans for an offer are by no means definite, with discussions at a very early stage, his announcement boosted ENRC shares by 61.2p to 291p, meaning ENRC is now valued at £3.7bn.

The mooted plan to take the company private is believed to be motivated by a new rule requiring companies listed on the London Stock Exchange to have a free float of at least 25%. This is due to come into effect in January.

The news comes amid a series of controversies over corporate governance at ENRC. This month, the UK Serious Fraud Office (SFO) was reported to have demanded documents from a law firm investigating corporate governance issues. The SFO is investigating contracts worth $100m awarded to a company linked to ENRC CFO, Zaure Zaurbekova.

Three senior ENRC executives - company secretary Victoria Penrice, head of human resources Tony McCarthy and head of reward Stuart Nolan - have resigned from the company, the Financial Times reported on April 21. A fortnight ago, ENRC sacked the law firm running an internal probe into the corruption allegations.

"The resignations of more executives highlight how corporate governance issues have transformed into an internal crisis, and also create an opportunity, given the attractive stock price, for major shareholders including Mr Machkevitch to try to regain full control," suggests Visor Capital in an analyst note. "We assess that such a take-over is still unlikely or a remote possibility, though we note that the founding shareholders might have received approximately as much as $2bn when ENRC bought its African assets (2009-12) trough related-party transactions."

ENRC has the largest iron ore mining and processing enterprise in Kazakhstan, and is the world's largest ferrochrome producer. It is also a major producer of alumina and has substantial reserves of chromium, manganese, iron ore, bauxite and coal. In addition to its operations in Kazakhstan, ENRC has operations in China, Russia, Brazil, the Democratic Republic of Congo, Zambia, Mozambique and South Africa.

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