Allen & Overy advised the Russian state-owned banks, Sberbank of Russia and VTB Capital plc (the investment banking division of JSC VTB Bank), as arrangers and lenders under a USD1.7bn public-to-private acquisition financing facility and related refinancing facilities totalling USD1.75bn on the forthcoming public offer for the ordinary shares of Eurasian Natural Resources Company plc (LSE: ENRC) by Eurasian Resources Group B.V., which was announced to the London Stock Exchange on 24 June 2013.
The bidder, which is a newly established Dutch company formed at the direction of the founders of the target and the Kazakhstan government, currently holds 53.9 per cent. of the ordinary shares of the target. The facilities have been provided by the lenders to the bidder on a “certain funds” basis in accordance with the requirements of the City Code on Takeovers and Mergers, which is a market-first for Russian banks. The offer will be subject to the terms of an offer document which is required to be published by the bidder in due course.
The Allen & Overy team was led by Banking partner and Moscow departmental head, Stephen Matthews, who was supported by senior associate Oleg Khomenko and associate Ivan Kozhev, amongst others. London Corporate partner, Richard Hough, advised on Takeover Code aspects, with support from Gareth Irving and Hugh Hobhouse. Allen & Overy Amsterdam and Luxembourg respectively advised the lenders on Dutch and Luxembourg law aspects. Société Générale, Sberbank CIB and VTB Capital plc, who acted as financial advisers to the bidder in relation to the transaction, were advised separately by Milan-based Banking partner Nick Clark, who was supported by associate Temi Escho.
Commenting on the transaction and Allen & Overy’s role, Stephen said: “This deal illustrates well the emergence of the major Russian banks as global players. It also demonstrates the strategic advantage to our clients of combining Allen & Overy’s deep regional and global expertise and relationships, in this case, in the areas of UK public bids and the representation of Russian state banks on their most important English law financings“.
