Supporting You in Kazakhstan

Supporting you in Kazakhstan

Linklaters has been active in Kazakhstan for over fifteen years. Utilising its international and local experience, unrivalled ability to provide commercial advice and flexible problem-solving approach, Linklaters has advised many of the firm’s major clients on pursuing their business interests in Kazakhstan.

Linklaters has extensive experience Our strong global network means that Adding value working with international corporate we are able to quickly assemble teams >>An integrated and experienced CIS clients and financial institutions investing whenever needed by our clients. team, committed to understanding in Kazakhstan and leading Kazakh We frequently coordinate deals in the market across the region and corporates and financial institutions as Kazakhstan through our offices in ensuring our clients get the premium they access the international financial London, Moscow, Warsaw and across service they need to do deals markets and expand their activities Asia, where we have a number of efficiently and effectively inside and outside Kazakhstan. dedicated lawyers with a full awareness >>A world class global law firm of the legal and commercial landscape Over the years, we have developed with unparalleled expertise of Kazakhstan. close relationships with local counsel, in executing international whose experience and expertise have Our deep understanding of the local transactions around the world proved instrumental in navigating our economy and politics makes us ideally >>Experts in facilitating communication clients through the legal and business placed to advise as the market continues among parties working on a transaction environment in Kazakhstan. to grow and diversify. Our transactional and project managing complex experience in Kazakhstan, combined with Our unsurpassed expertise in the oil and transactions to a successful completion gas and mining sectors, which are both the expertise of Linklaters’ global team of >>International legal and extensive key to Kazakhstan’s economy, combined legal professionals, perfectly positions us sector expertise helping to pinpoint with leading capital markets, banking, to deliver a first class legal service tailored issues of concern and expedite corporate and project finance practices to meet the demands of both local and the transaction process means that we have all the tools our international clients active in Kazakhstan. clients need to achieve complex and >>Outstanding record of cooperation innovative transactions in Kazakhstan. with Kazakh counsel, which enables us to provide seamless transaction management

* Office of integrated alliance partner Allens ** Office of formally associated firm Widyawan & Partners *** Office of collaborative alliance partner Webber Wentzel ∆ Office of best friend firm TT&A Doing the deals Highlights of our corporate/M&A Highlights of our banking experience Tier 1 experience include advising: include advising: Corporate and >>Halyk Bank on the acquisition of HSBC >>EBRD on a loan facility for Air Astana to Bank plc’s Kazakhstan subsidiary. finance the construction of a technical Finance – Kazakhstan The first acquisition of a Western-run centre for aircraft maintenance at (Desks Based Abroad) business by Kazakhstan’s major private Astana International Airport Chambers Global 2015 bank, Halyk Bank >>The Bank of Tokyo Mitsubishi UFJ, >>KAZ Minerals Plc (formerly Ltd., J.P. Morgan Limited, Mizuho Bank Kazakhmys Plc) on the US$240m Ltd. and Sumitomo Mitsui Banking Tier 1 transfer of certain mature assets Corporation on the US$1.5bn facility Emerging Markets in the Zhezkazgan and Central agreement for Sovereign Wealth Fund Regions of Kazakhstan to Cuprum Samruk-Kazyna Finance Holding, a company owned by >>BNY Mellon Corporate Trustee Legal 500 UK 2015 Vladimir Kim and Eduard Ogay Company Limited on the US$11.1bn >>KazMunaiGas Exploration Production restructuring for BTA Bank on the €7bn offer of its ordinary shares >>Kazakhmys Plc on the US$1bn pre- Tier 1 by National Company KazMunayGas export finance debt facility and on its CEE, CIS and >>Halyk Bank on the potential acquisition subsequent amendment in connection Scandinavia of BTA Bank with the corporate reorganisation of >>Kazakhmys Plc on the sale of its Kazakhmys Group IFLR1000 Energy and Infrastructure 2014 remaining 50% interest in Ekibastuz >>Citibank and Sumitomo Mitsui Banking LLP and 100% of Kazhydro for Corporation on the up to US$650m US$1.3bn in cash to Sovereign Wealth loan facility for Urikhtau Operating LLP, Fund Samruk-Kazyna a wholly-owned subsidiary of National >>on aspects of the proposed joint Company KazMunayGas venture between Istithmar World and >>Kazakhmys Plc on the US$1.5bn loan Trimex International FZE regarding facility for Aktogay copper project the proposed acquisition and >>MKM Mansfelder Kupfer und development of coal mining assets and Messing, a German subsidiary the development of a coal fired power of Kazakhmys Plc, on the €230m station in Kazakhstan revolving facility agreement >>Glencore International on the US$2.3bn >>Kazakhmys Plc on the US$2.7bn acquisition of a 42.32% interest in financing from Sovereign Wealth Fund Kazzinc LLP from JSC “Verny Capital”, Samruk-Kazyna, funded by China 5.2% a Kazakhstan-based private equity fund Development Corporation 6.0% 17.0% >>Glencore International on the US$1.4bn >>the arrangers on the US$400m facility acquisition of a further 18.91% interest for a Kazakh sovereign wealth fund 6.2% in Kazzinc LLP from JSC “Verny Capital” >>on the US$2.1bn secured pre-export 13.4% >>Kazakhmys Plc on the £7bn defence of finance facility to Kazakhmys Finance an unwelcome approach by Eurasian Plc guaranteed by Kazakhmys Plc and 8.4% Number one for Natural Resources Corporation plc other group companies M&A in CIS >>a major Russian metals producer on >>ING Bank on Sinosure’s Overseas 12.6% the merger between a Kazakh and two Investment (Debt) Insurance Policy significant Russian metals businesses covering a US$200m facility to an 9% >>Kazakhmys Plc on the £1.3bn overseas subsidiary of China National 11.3% acquisition of a 7.7% stake in Eurasian Petroleum Corporation Natural Resources Corporation plc from >>British Gas as a sponsor on the 10.9% the government of Kazakhstan US$3.5bn development and financing >>Reliance Industries Ltd on the acquisition of the Karachaganak oil, gas and Linklaters of an interest in PetroKazakhstan condensate field Skadden Arps Slate Meagher & Flom >>Kazakhmys Plc on the US$680m >>Mediobanca as lender on a loan facility sale of a 50% stake in Ekibastuz to Development Bank of Kazakhstan Cleary Gottlieb Steen & Hamilton power plant to Sovereign Wealth Fund White & Case Samruk-Kazyna Cravath, Swaine & Moore Weil Gotshal & Manges Freshfields Bruckhaus Deringer Debevoise & Plimpton Allen & Overy Herbert Smith Freehills

Percentage of total value of M&A deals advised on by the top 10 firms for any announced deals in CIS, 2010 – 2015 (Mergermarket) >>ABN AMRO on the US$175m secured >>Credit Suisse Securities (Europe) >>on the structuring and development of revolving export pre-payment facility Limited on the issue of US$400m the US$3.2bn Priobskoye Project, and for Trade House KazMunaiGas AG, non-cumulative perpetual preferred on other oil and gas exploration projects a Swiss incorporated company, securities having the benefit of a support in Western Siberia and Kazakhstan under a guarantee from its parent, a agreement from Bank TuranAlem >>KazMunayGas on its investment in the Kazakhstan incorporated company, >>ATF Bank on its issue of US$200m Orenburg gas processing facility project Trade House KazMunaiGas 9.25% notes due 2012 >>Total and GDF Suez on their proposed >>Citibank on the two ECGD-backed >>the lead managers and the depositary acquisition from KazMunayGas of loans to Kar-Tel, a major Kazakh on the issue of US$700m 7.25% notes a 25% stake (in aggregate) in the telecommunications company, for by HSBK (Europe) B.V. due 2017 Khanalyskoye field in the Russian aggregate amount of US$100m >>Halyk Finance, BNP Paribas, J.P. section of the Caspian Sea >>the arranger on the US$328m term Morgan Securities Ltd. as co lead >>the lenders on the financing of the loan to fund the purchase of shares managers and BNY Corporate construction and launch of Proton in Bank Caspian (Kaspi Bank), the Trustee Services Limited as trustee rockets in Kazakhstan by a joint venture seventh largest bank in Kazakhstan on the US$500m 6.25% notes due between a major U.S. and Russian 2015 issued by National Atomic aerospace company Highlights of our capital markets Company Kazatomprom experience include advising: >>KazMunayGas on the development of >>J.P. Morgan Securities Ltd. as a lead several upstream gas and condensate >>National Company KazMunayGas and manager on the US$125m 9.625% projects in the Caspian Sea KazMunaiGaz Finance Sub B.V on their notes due 2010 issued by Hurricane >>LG Chemical Ltd on their acquisition consent solicitation in respect of seven Finance B.V. and guaranteed by of an interest in a planned Kazakh series of outstanding notes Hurricane Hydrocarbons Limited and petrochemicals project >>the joint lead managers and trustee on Hurricane Kumkol Munai >>on the proposed acquisition of Halyk Bank’s US$500m Regulations upstream oil and gas assets in the S/Rule 144A bond issue Highlights of our project finance Tenge field in Kazakhstan >>UBS AG, London Branch, VTB Capital experience include advising: >>the sponsor on the development and Plc and Halyk Finance on the >>the lenders and ECAs (Hermes, UKEF, multi-sourced financing (including ECA) US$200m 4.55% notes due 2016 SACE, KEXIM, K-Sure and others) on of the Kashagan Caspian Transportation issued by Kazakhstan Engineering the multi-sourced project financing of System, including advising on the National Company IPCI 2, a US$5.2bn polyethylene plant production sharing arrangements, the in Western Kazakhstan >>Alliance Bank on the US$704m offering intergovernmental and host government of global depository receipts >>the lenders on the US$500m project agreements and on the various >>the joint lead managers on the financing of the expansion of the CPC oil transportation options from the US$450m 10.50% senior notes pipeline system connecting the oil fields Kashagan oil field to western markets in western Kazakhstan with the marine due 2015, issued by Zhaikmunai >>Kazakhmys Plc on its joint venture export terminal on the Black Sea in Finance BV and guaranteed by with Jinchuan Group Ltd to develop Novorossiysk, Russia Zhaikmunai LP and all its subsidiaries the group’s major copper growth other than the issuer >>ABN AMRO, Calyon and Credit project at Aktogay Suisse on a US$3.1bn loan facility to >>the underwriters on the US$3.5bn >>on the US$2.7bn financing KazMunayGas to finance the acquisition listing on the London Stock Exchange arrangements for the CPC Pipeline of The Rompetrol Group and advising of Kazakhmys Plc, one of the world’s expansion project and on the a consortium of 20 banks on the largest copper producers arrangements relating to the sale and US$2.5bn refinancing of that loan >>Halyk Bank on the US$748m transportation of oil projects through global secondary offer by Almex >>Eurasian Development Bank and the CPC Pipeline system (Halyk’s principal shareholder) of VEB on the US$700m project global depository receipts finance facility for GRES-2, a power station in Kazakhstan >>Samsung Deutschland on the sale of the electricity generating power station known as Karaganda GRES 2, located in Kazakhstan, to A.O. Corporation

“The dedicated Kazakhstan desk at Linklaters has a strong track record in assisting financial institutions and natural resources groups with a range of transactions, including the financing and development of energy and infrastructure projects.” Chambers Global 2015, Corporate and finance: Kazakhstan (desks based abroad) “ “ “ registered foreign lawyers or European lawyers. Please refer to to refer on Please or England 8HQ, lawyers. EC2Y London European or Street, Silk lawyers One foreign office, registered registered its at inspection to open is the of and LLP qualifications Linklaters of professional their members and the of names the of partners list as A designated are who qualifications. and standing non-members equivalent with Linklaters entities or to firms relation in affiliated partner its of term any or The LLP Authority. Linklaters of Regulation consultant or Solicitors the anemployee by or LLP the of regulated and amember to refer to authorised used firm is alaw is It LLP OC326345. number registered with Wales and England in registered partnership liability alimited is LLP Linklaters Linklaters LLP is ‘ work preferred firms for emerging markets Sources say: ‘They are very good Sources say: ‘I like the team’s broad knowledge as as and in terms of both peculiarities of local regulations local of peculiarities region CIS Chambers Global Global Chambers UK 500 Legal Chambers Europe linklaters.com contacts Key very responsive very –consistent and reliable’.” legal knowledge legal 2015, Emerging Finance: markets 2014, Corporate and finance: Kazakhstan 2014, and finance: Corporate 2015, Corporate/Commercial: CIS 2015, Corporate/Commercial: [email protected] Tel: Partner, London Tyrer Daniel [email protected] [email protected] Tel: U.S. London Associate, Alekseyev Yaroslav [email protected] Tel: Partner, Moscow Stolkin Hugo [email protected] Tel: Partner, Moscow Dominic Sanders and

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