ALMATY, Kazakhstan,
June 3, 2011 /PRNewswire/ -- BMB
Munai, Inc. (NYSE Amex: KAZ) (the "Company") today announced that
its stockholders have approved at a special meeting of stockholders
the previously announced sale of all of its interests in its
wholly-owned operating subsidiary, Emir Oil LLP, to a subsidiary of
MIE Holdings Corporation (HKEx: 1555).
The affirmative vote by holders of a majority of the Company's
outstanding common stock was required to approve the sales
transaction pursuant to the terms of the Participation Interest
Purchase Agreement, dated February 14,
2011, among the Company, MIE Holdings Corporation and its
subsidiary, Palaeontol B.V. Based on the report of the inspector of
election of the meeting, approximately 63.2% of the voting power of
the Company as of the close of business on April 11, 2011, the special meeting record date,
voted for approval of the proposal.
The transaction was announced on February
14, 2011 and is expected to close in the third quarter of
2011, following receipt of necessary regulatory approvals and
satisfaction of certain other customary closing conditions.
As previously disclosed, if the closing occurs, the Company
intends to make an initial cash distribution to stockholders in the
estimated range of $1.04 to $1.10 per
share from the transaction proceeds, after giving effect to the
estimated closing adjustments and escrow amount and the repayment
of the convertible senior notes and after providing for the payment
of or reserve for other anticipated liabilities and transaction
costs. The mid-point of the estimated initial distribution
price range ($1.07) represents a
premium of 19% over the prior 30-day average trading price of the
Company's common stock ending February 13,
2011. The Company intends to make a second
distribution to stockholders that could range up to approximately
$0.30 per share following termination
of the escrow on the first year anniversary of the closing date,
subject to the availability of funds to be released from the
escrow, actual costs incurred and other factors.
In addition to approving the sale transaction, the Company's
stockholders voted to approve the reduction of the conversion price
of our outstanding 10.75% convertible Senior Notes due 2013 from
$7.2094 per share to $2.00 per share and the issuance of shares of the
Company's common stock upon conversion of the Senior Notes.
The affirmative vote by a majority of the votes cast at the
meeting, in person or by proxy, was required to approve the
conversion price reduction and potential issuance of additional
shares of the Company's common stock upon conversion of the Senior
Notes. Based on the report of the inspector of election of
the meeting, approximately 62.7% of the votes cast at the meeting
by stockholders of record as of the close of business on
April 11, 2011, the special meeting
record date, voted for approval of the proposal.
As previously disclosed, the conversion price for the Senior
Notes will not be automatically reduced as a result of the
stockholder approval. If the sale of Emir Oil LLP is
consummated, the conversion price reduction will not be implemented
because the Senior Notes will be redeemed out of the proceeds from
that sale. If the sale does not close, we will seek
clarification from the Kazakhstan Ministry of Oil and Gas regarding
whether its approval is required for the reduction of the
conversion price (we can also delay seeking that clarification in
certain instances). If it is determined that such approval is
not necessary, or if the approval is necessary and we receive that
approval, we will then enter into a supplemental indenture with the
trustee of the Senior Notes to effect the conversion price
reduction.
Information Regarding SEC Filings
The Company has filed with the Securities and Exchange
Commission (the "SEC") and mailed to stockholders a proxy statement
containing information about the Company, the proposed sale and
note restructuring transactions and related matters. STOCKHOLDERS
AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT
CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. The proxy statement, as well as other filings
containing information about the Company, can be retrieved, without
charge, from the SEC's website at www.sec.gov or from the Company
at its website at www.bmbmunai.com. This announcement is not a
solicitation of a proxy.
The Company and its directors and executive officers may be
deemed to have been participants in the solicitation of proxies in
connection with the proposed transactions. Information
concerning the Company's participants is set forth in the Company's
annual report on Form 10-K for the year ended March 31, 2010, which was filed with the SEC on
June 24, 2010. Additional
information regarding the interests of the Company's directors and
executive officers in the solicitation of proxies in connection
with the proposed transactions is included in the proxy statement
filed with the SEC. The Company's press releases and other
information about the Company are available on the Company's
website.
About the Company
BMB Munai, Inc. is an independent oil and gas company engaged in
the exploration and test production of crude oil and natural gas in
Western Kazakhstan. The Company
maintains administrative offices in Salt
Lake City, Utah and Almaty,
Kazakhstan.
About MIE
MIE Holdings and its subsidiaries is one of the leading
independent upstream oil companies operating onshore in
the People's Republic of China
(PRC) as measured by gross production under production sharing
contracts. MIE Holdings operates the Daan, Moliqing and Miao
3 oilfields in the Songliao Basin, the PRC's most prolific
oil-producing basin, under three separate production sharing
contracts with PetroChina, the largest oil company in China. In addition, MIE Holdings pursues
other development and production opportunities in China, and exploration, development and
production opportunities internationally, both independently and in
partnership with other major and independent oil companies.
Cautionary Note Regarding Forward-Looking Statements
This release contains "forward-looking" statements regarding
the Company's proposed sale of Emir Oil LLP, the anticipated cash
distributions to stockholders, the amount of such distributions,
the closing of the transaction and the timing thereof, the filing
of various information with the SEC, and the conversion price
reduction of the Senior Notes and related terms thereof. All
such forward-looking statements are subject to uncertainty and
changes in circumstances, and there is no assurance the sale
transaction will be consummated or the conversion price reduction
effected. Moreover, no forward-looking statements are guarantees of
future results or performance and involve risks, assumptions and
uncertainties that could cause actual events or results to differ
materially from the events or results described in, or anticipated
by, the forward-looking statements. Factors that could
materially affect such forward-looking statements include the
failure of any one or more of the closing conditions to the sale
transaction, termination of the definitive purchase agreement, and
other economic, business and regulatory risks and factors
identified in the Company's periodic reports filed with the SEC.
All forward-looking statements are made only as of the date
of this release and the Company assumes no obligation to update
forward-looking statements to reflect subsequent events or
circumstances. Readers should not place undue reliance on
these forward-looking statements.
NYSE Amex has neither approved nor disapproved of the contents
of this press release.
SOURCE BMB Munai, Inc.