* Beneficial ownership of the above referenced Common Stock is being
reported hereunder solely because Mr. Zhao may be deemed to have beneficial ownership of such securities as a result of the
Voting Agreements. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute
an admission by Mr. Zhao that he is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act, or for
any other purpose, and such beneficial ownership thereof is expressly disclaimed.
** Based upon an aggregate of 55,787,554 shares of Common Stock outstanding as of
February 14, 2011, as reported by the Issuer on Form 10-Q filed on February 22, 2011.
Item 1.
Security and Issuer
This statement on Schedule 13D (this “
Statement
”)
relates to the shares of common stock, $0.001 par value per share (“
Common Stock
”), of BMB Munai, Inc., a Nevada
corporation (the “
Issuer
”). The Issuer’s principal executive offices are located at 202 Dostyk Ave., 4
th
Floor, Almaty, Kazakhstan 050051.
Item 2.
Identity and Background
(a)-(c) and (f).
This Statement is being filed by the
following persons (each, a “
Reporting Person
”, and collectively, the “
Reporting Persons
”):
(i)
Palaeontol B.V., a company organized under the laws of the
Netherlands (the “
B.V.
”);
(ii)
Palaeontol Coöperatief U.A., a cooperative with limited liability organized under the laws
of the Netherlands (the “
Coöperatief
”);
(iii)
MIE New Ventures Corporation, an exempted company with limited liability organized under the
laws of the Cayman Islands (“
New Ventures
”);
(iv)
MIE Holdings Corporation, an exempted company with limited liability organized under the laws
of the Cayman Islands (“
Holdings
”);
(v)
Far East Energy Limited, a company with limited liability organized under the laws of Hong
Kong (“
FEEL
”);
(vi)
Zhang Ruilin, a citizen of People’s Republic of China
(“
Mr. Zhang
”); and
(vii)
Zhao Jiangwei, a citizen of People’s Republic of China
(“
Mr. Zhao
”).
The principal business of the B.V. is to act as the holding
company of Emir-Oil LLC, an entity organized under the laws of the Republic of Kazakhstan (“
Emir
”), all of the
equity of which will have been purchased by the B.V. at the closing of the Transactions (as defined below). The managing directors
of the B.V. are New Ventures and Amicorp Netherlands B.V., a company organized under the laws of the Netherlands (“Amicorp”).
The address of the principal office of the B.V. and its managing directors is 1077 XX Amsterdam, the Netherlands, Strawinskylaan
1143 Tower C-11.
The Coöperatief is the sole shareholder of the B.V. and its
principal business is to act as the holding company of the B.V. The managing directors of the Coöperatief are New Ventures and Amicorp.
The address of the principal office of the Coöperatief and its managing directors is 1077 XX Amsterdam, the Netherlands, Strawinskylaan 1143 Tower C-11.
New Ventures is the controlling shareholder and managing director of the Coöperatief
and a managing director of the B.V., and its principal business is to hold equity interests in the Coöperatief. Mr Zhang is the sole director of New Ventures.
The address of the principal office of New Ventures and its director is Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 100101, PRC.
Holdings is the sole shareholder of New Ventures and is one
of the leading independent upstream oil companies operating in China. The address of the principal office of Holdings
is Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 100101, PRC. The name, business address, present
principal occupation and citizenship of each executive officer and director of Holdings is set forth on
Schedule A
hereto.
FEEL is the controlling shareholder of Holdings and its principal
business is to hold equity interests in Holdings. Mr. Zhang and Mr. Zhao are the directors of FEEL. The address of the principal office of
FEEL and its directors is Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 100101, PRC.
9
Mr. Zhang and Mr. Zhao are the controlling shareholders of FEEL.
Mr. Zhang is the executive director, chairman and chief executive officer of Holdings. Mr. Zhao is the executive
director, vice chairman and senior vice president of Holdings. The principal business address of Mr. Zhang and Mr. Zhao is Suite 406, Block C,
Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 100101, PRC.
(d) and (e).
During the last five years, none of the Reporting
Persons, and to the knowledge of the Reporting Persons, none of the other persons identified in this Item 2, has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3.
Source and Amount of Funds and Other Consideration
As more fully described in response to Item 4 hereto, the shares of
Common Stock to which this Statement relates have not been purchased by any of the Reporting Persons. Pursuant to certain Voting
Agreements by and between the B.V. and certain holders of Common Stock set forth on
Schedule B
hereto (each, a “
Stockholder
”, and collectively, the “
Stockholders
”), each dated as of February 14, 2011 (each, a “
Voting Agreement
”,
and collectively, the “
Voting Agreements
”), the Reporting Persons may be deemed to be the
beneficial owners of 13,462,446 shares of Common Stock (collectively, the “
Subject Shares
”) held of record by the
Stockholders. The B.V. and the Stockholders entered into the Voting Agreements to induce the B.V. and Holdings to enter into that
certain Participation Interest Purchase Agreement, dated as of February 14, 2011, by and among
the B.V., the Issuer and Holdings (the “
Purchase Agreement
”), pursuant to which the Issuer agreed to sell all of its
interest in its wholly-owned operating subsidiary, Emir, to the B.V. The Voting Agreements and
the Purchase Agreement are described in more detail in Item 4 hereto, which descriptions are incorporated by reference into this Item 3.
Any beneficial ownership of any of the Reporting Persons of shares of Common Stock that may be deemed to arise from the Voting
Agreements does not require the expenditure of any funds, as none of the Reporting Persons paid any monetary consideration to the
Stockholders for entering into the Voting Agreements.
Item 4.
Purpose of Transaction
The purpose of the Voting Agreements is to facilitate the consummation of the transactions
contemplated by the Purchase Agreement (the “Transactions”).
Purchase Agreement
Consideration
. The purchase price under the Purchase Agreement is $170
million. Of that amount, $36 million will be subject to a twelve-month escrow agreement for indemnification
purposes. Both at the closing date and 90 days after the closing date, the purchase price will be adjusted to reconcile specified changes to
Emir’s balance sheet occurring between December 31, 2010 and the closing date. Such adjustments will decrease the purchase price by
the sum of (without duplication) the following amounts to the extent that they have increased from the December 31, 2010 balance sheet
through the closing date: (a) any cash payments made by Emir to the Issuer or its affiliates; (b) any liabilities incurred by Emir
outside of the ordinary course of business; (c) any indebtedness of Emir; (d) any off-balance liabilities incurred by Emir; and (e) any
expenses of Emir incurred in connection with the Transactions.
Representations, Warranties and Covenants
. The Issuer and the B.V. have made
representations and warranties in the Purchase Agreement customary for a transaction of this nature. The Issuer also has
agreed to various covenants in the Purchase Agreement, including, among other things, to conduct its business between signing and closing
in the ordinary course.
Conditions to Closing
. The transaction closing is subject to the satisfaction
or waiver of a number of conditions, including regulatory approvals, other customary closing conditions and the following:
·
approval by the stockholders of the Issuer and of Holdings;
·
approval of the holders of the Issuer’s outstanding $60 million in aggregate principal
amount of convertible senior notes (the “
Senior Notes
”);
10
·
consent of the Ministry of Oil and Gas on behalf of the Republic of Kazakhstan;
·
waiver of the Republic of Kazakhstan’s priority right to purchase interests in the assets in accordance
with Kazakhstan’s Subsoil Use Law;
·
approval by the Hong Kong Stock Exchange;
·
satisfaction of Kazakhstan legal requirements with respect to the Issuer’s existing
exploration contract in Kazakhstan;
·
registration of the assignment of certain intercompany notes with the National Bank of the Republic of Kazakhstan;
·
Emir’s entry into a duly registered production contract for production of petroleum at each
of the Issuer’s Kariman, Dolinnoe and Askaz locations; and
·
the B.V.’s receipt of a valid work permit from the Kazakhstan Ministry of Labor and Social
Protection for the appointment of a new general manager of Emir.
Acquisition Proposals
. The Issuer has agreed to not solicit or facilitate prior
to closing any Acquisition Proposal (as defined in the Purchase Agreement), which is generally a transaction that, if effected, would
result in the transfer of (a) 15% or more of the voting power of the Issuer or Emir or (b) the assets of or interests in the Issuer or
Emir representing 15% or more of the net revenues, net income or assets of the Issuer or Emir, as applicable. The Issuer may,
however, terminate the Purchase Agreement (subject to the termination conditions discussed below) and proceed with an alternative,
unsolicited Acquisition Proposal if the Issuer’s board determines in good faith, after consultation with its advisers, that the
Alternative Proposal would reasonably likely lead to a Superior Proposal (as defined in the Purchase Agreement) and that the failure to
take action with respect to such proposal would reasonably be expected to
constitute a breach of the board’s fiduciary duties.
Termination
. The Purchase Agreement may be terminated:
·
by mutual written consent of the parties;
·
by either the B.V. or the Issuer, if the closing has not occurred on or before August 15, 2011,
or in the event that certain regulatory requirements remain outstanding, on or before November 14, 2011 (as applicable, the “
End
Date
”);
·
by the B.V. if the Issuer relinquishes any portion of the Contract Areas (as defined in the
Purchase Agreement), breaches its representations or warranties or fails to perform covenants or agreements that would result in the
failure to satisfy the closing conditions (each a “
Closing Condition Failure
”);
·
by the Issuer if the B.V. breaches its representations or warranties or fails to perform
covenants or agreements that would result in the failure to satisfy the closing conditions;
·
by either the B.V. or the Issuer, if any governmental authority issues an order or takes any
other action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Purchase Agreement
and such order or other action is final and non-appealable (a “
Governmental Order
”);
·
by either the B.V. or the Issuer if the Issuer’s stockholders’ approval is not
obtained;
·
by the B.V. if the Issuer changes its recommendation to its stockholders with respect to
approval of the Purchase Agreement, fails to satisfy its obligations to distribute proxy materials and hold a stockholder meeting,
pursues an Acquisition Proposal (as defined in the Purchase Agreement) in breach of the terms of the Purchase Agreement, or authorizes or publicly proposes any of the foregoing
(collectively, a “
Proxy Solicitation Failure
”);
·
by the Issuer in the event of a Superior Proposal (as defined in the Purchase Agreement);
·
by either the B.V. or the Issuer if Holding’s stockholders’ approval is not obtained;
·
by the B.V. if the Issuer fails to solicit and obtain approval from the holders of the Senior
Notes (the “
Note Holder Approval
”).
The Issuer will be required to pay a termination fee of $17 million and the B.V.’s expenses
(not to exceed $3.5 million) if the Purchase Agreement is terminated by the Issuer due to a Superior Proposal (as defined in the
Purchase Agreement). The Issuer will be required to pay the termination fee (but not the B.V.’s expenses) if the B.V. terminates
due to a Proxy Solicitation Failure, or due to a Closing Condition Failure while an Acquisition Proposal has been announced and
not withdrawn, and within 12 months of such termination, the Issuer enters into an Alternative Acquisition Agreement (as defined
in the Purchase Agreement). The Issuer will be required to pay the B.V.’s expenses (but not the termination fee) if (a) either
party terminates due to the failure to satisfy certain regulatory conditions that results in the closing not occurring by the
End Date or a Governmental Order being issued; (b) the B.V. terminates because the Issuer fails to receive Note Holder Approval,
or (c) either party terminates because the closing has not occurred by the applicable End Date, or the Issuer's stockholders
have not approved of the Purchase Agreement, and an Acquisition Proposal has been announced and not withdrawn; provided, however,
that if within 12 months of such termination, the Issuer enters into an Alternative Acquisition Agreement, the Issuer will also
have to pay the termination fee.
11
Indemnification
. The representations, warranties and covenants of the B.V. and
the Issuer survive only for a period of twelve months following the closing date, except in cases of fraud or criminal misconduct on the
part of the Issuer in which case survival is without limitation. The Issuer will indemnify the B.V. for losses arising from
the Issuer’s breaches of representations and warranties, failure to perform covenants, ongoing litigation matters, compliance with
(and validity of) the Issuer’s existing exploration contract, transfer of certain payables, defects in ownership of certain
facilities and pipelines, or violations of applicable environmental laws. The maximum indemnification obligation of the Issuer
is limited to $39 million ($36 million of which will be funded into escrow at the closing), except with respect to losses arising out of
fraud or criminal misconduct. Other than with respect to
certain specified representations, the Issuer is not required to indemnify the B.V. until the B.V’s claims exceed $750,000 in the
aggregate, at which point, the Issuer will be obligated to pay the entire amount of such claims regardless of the
threshold. The Issuer’s indemnification obligations are generally limited to a period of one year following the closing
date. The parties have made provision for an extended indemnification obligation period with respect to one potential
outstanding contingent matter that relates only to the Issuer and should not in any instance impact Emir, Holdings or the B.V., and the
extended period ends on the earliest of 90 days following the final resolution of the matter such that it is not subject to judicial
process or appeal, or the expiration of any applicable statute of limitations.
The closing of the Transactions is expected to take place in the third calendar quarter of
2011.
Voting Agreements
Agreement to Vote Shares
. Until the earlier of (a) the closing date of
the Purchase Agreement and (b) the date upon which the Purchase Agreement is validly terminated in accordance with its terms (the “
Expiration Date
”), the Stockholders agreed to vote or cause to be voted the Subject Shares and any other shares of Common
Stock that such Stockholder purchases or of which he otherwise acquires record or beneficial ownership prior to the Expiration Date
(“
Additional Shares
”) in favor of the approval of the Transactions and any actions necessary to consummate the Transactions, in favor of waiving any notice that may have been or
may be required relating to the Transactions, and against any (i) action or agreement that would impede the consummation of the Transactions,
(ii) Acquisition Proposal or (iii) action or agreement that would reasonably
be expected to breach the Purchase Agreement and which the B.V. has recommended against approving in writing.
Proxies
. Each Stockholder granted an irrevocable proxy to a
representative of the B.V., effective through the Expiration Date, to vote the Subject Shares and the Additional Shares in accordance
with the Voting Agreements with respect to the matters upon which the Stockholders agreed to vote in the Voting Agreements. Each
Stockholder also agreed to cause the record holder of any Subject Shares and Additional Shares with respect to which such Stockholder has
voting power to deliver an irrevocable proxy to vote such shares in accordance with the Voting Agreements. In addition, each
Stockholder agreed to use reasonable best efforts to cause the record holder of any Subject Shares and Additional Shares with respect to
which such Stockholder is the beneficial owner, but not the record holder, and with respect to which such Stockholder does not have
voting power, to deliver an irrevocable proxy to vote such shares in accordance with the
Voting Agreements. The Voting Agreements also required the revocation of any prior proxies given by the Stockholders with respect
to the Subject Shares and the Additional Shares.
No Ownership Interest
.
Each Voting Agreement explicitly disclaims that nothing therein shall be deemed to
vest in the B.V. any direct or indirect ownership in any of the Subject Shares or the Additional Shares.
References to and descriptions of the Purchase Agreement and the Voting Agreements
throughout this Statement are qualified in their entirety by reference to the Purchase Agreement attached as
Exhibit 2
hereto and
the Voting Agreements, a form of which is attached as
Exhibit 3
hereto, respectively.
12
Item 5.
Interest in Securities of the Issuer
(a) and (b).
As a result of the Voting Agreements described in Item 4 hereto, the
Reporting Persons may be deemed to have acquired beneficial ownership of the Subject Shares. The Subject Shares represent approximately
24.1% of the issued and outstanding shares of Common Stock based upon an aggregate of 55,787,554 shares of Common Stock outstanding as of
February 14, 2011, as reported by the Issuer on Form 10-Q filed on February 22, 2011. However, none of the Reporting Persons controls the
voting of the Subject Shares with respect to matters other than as described in Item 4 above, and none of the Reporting Persons possesses
any economic or other rights as a shareholder with respect to the Subject Shares. Neither the filing of this Statement nor any of its
contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is the beneficial owner of any Common
Stock for purposes of Section 13(d) of the Act, or for any other
purpose, and such beneficial ownership thereof is expressly disclaimed.
Except as set forth in this Item 5(a) and (b), none of the Reporting Persons, and, to the
knowledge of the Reporting Persons, none of the other persons identified in Item 2 hereto, beneficially owns any shares of Common Stock.
(c).
Except for the execution and delivery of the Purchase Agreement and the Voting Agreements, none
of the Reporting Persons, and, to the knowledge of the Reporting Persons, none of the other persons identified in Item 2 hereto, has
effected any transaction in shares of Common Stock during the past 60 days.
(d).
Not applicable.
(e).
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Other than as described in Items 3, 4 and 5, to the knowledge of the Reporting Persons, there
are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such
persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of
the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power over such securities other than standard default and
similar provisions contained in loan agreements.
Item 7.
Material to Be Filed as Exhibits
|
|
|
|
Exhibit
No.
|
Exhibit Description
|
|
1
|
Joint Filing Agreement, dated as of
February 24, 2011, by and among Palaeontol B.V., Palaeontol Coöperatief U.A., MIE New Ventures Corporation, MIE Holdings
Corporation, Far East Energy Limited, Zhang Ruilin and Zhao Jiangwei.
|
|
2
|
Participation Interest Purchase
Agreement, dated as of February 14, 2011, by and among Palaeontol B.V., BMB Munai, Inc. and MIE Holdings Corporation (incorporated
by reference to Exhibit No. 2.1 to the Issuer’s Current Report on Form 8-K filed on February 18, 2011).
|
|
3
|
Form of Voting Agreement (incorporated by reference
to Exhibit No. 99.01 to the Issuer’s Current Report on Form 8-K filed on February 18, 2011).
|
13
SIGNATURES
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
|
|
|
Dated: February 24, 2011
|
PALAEONTOL B.V.
By:
/s/ Zhang Ruilin
Name:
Zhang Ruilin
Title:
Authorized Representative of the Corporate Managing Directors
|
|
Dated: February 24, 2011
|
PALAEONTOL COÖPERATIEF U.A.
By:
/s/ Zhang Ruilin
Name:
Zhang Ruilin
Title:
Authorized Representative of the Corporate Managing Directors
|
|
Dated: February 24, 2011
|
MIE NEW VENTURES CORPORATION
By:
/s/ Zhang Ruilin
Name:
Zhang Ruilin
Title:
Sole Director
|
|
Dated: February 24, 2011
|
MIE HOLDINGS CORPORATION
By:
/s/ Zhang Ruilin
Name:
Zhang Ruilin
Title:
Chairman
|
|
Dated: February 24, 2011
|
FAR EAST ENERGY LIMITED
By:
/s/ Zhang Ruilin
Name:
Zhang Ruilin
Title:
Chairman
|
|
Dated: February 24, 2011
|
ZHANG RUILIN
/s/ Zhang Ruilin
|
|
Dated: February 24, 2011
|
ZHAO JIANGWEI
/s/ Zhao Jiangwei
|
14
SCHEDULE A
The name, present principal occupation and citizenship of each of the directors and executive
officers of Holdings are set forth below. Except as otherwise indicated, each occupation set forth opposite an individual’s
name refers to Holdings, and the business address for each individual is Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing 100101, PRC.
|
|
|
|
|
|
Name
|
Present Principal Occupation
|
Name and Address of Employer (if different from Business Address provided)
|
Citizenship
|
|
Zhang Ruilin
|
Executive Director, Chairman and Chief Executive Officer
|
|
People’s Republic of China
|
|
Zhao Jiangwei
|
Executive Director, Vice Chairman and Senior Vice President
|
|
People’s Republic of China
|
|
Forrest L. Dietrich
|
Executive Director, Senior Vice President and authorized representative
|
|
United States
|
|
Allen Mak
|
Executive Director, Chief Financial Officer, Joint Company Secretary, Senior Vice President and authorized representative
|
|
Hong Kong
|
|
Wang Sing
|
Non-Executive Director
|
TPG
57
th
Floor, Two International Finance Centre
8 Finance Street
Central
Hong Kong
|
Hong Kong
|
|
Mei Jianping
|
Independent Non-Executive Director
|
|
United States
|
|
Jeffrey W. Miller
|
Independent Non-Executive Director
|
|
United States
|
|
Cai Rucheng
|
Independent Non-Executive Director
|
|
People’s Republic of China
|
15
SCHEDULE B
|
|
|
|
Stockholder
|
Number of Subject Shares Held of Record
|
|
Valery Tolkachev
|
81,759
|
|
Anuarbek Baimoldin
|
20,000
|
|
Askar Tashtitov
|
480,000
|
|
Boris Cherdabayev
|
6,248,727
|
|
Daymon M. Smith
|
0
|
|
Evgeny Ler
|
100,000
|
|
Gamal Kulumbetov
|
280,000
|
|
Jason M. Kerr
|
0
|
|
Leonard M. Stillman
|
0
|
|
Simage Limited
|
2,986,595
|
|
Toleush Tolmakov
|
3,265,365
|
|
Troy F. Nilson
|
0
|
|
TOTAL
|
13,462,446
|
16
Bmb Munai Common Stock (AMEX:KAZ)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Bmb Munai Common Stock (AMEX:KAZ)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
