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.