“M-TRANS GAZ” (the “Company”) hereby announces that its Board of Directors, by virtue of its decisions dated 10 April 2025, granted a special authorization in order for its subsidiary and partners trading companies to substitute “M-Trans Gaz Renewable Energy to the contract for difference dated 6 April 2023 and to acquire all rights and assume all obligations under for a total consideration amount of EUR 11,037,888.12, plus VAT (the “Transaction”). The CfD is a financially settled commodity swap documented under the 2002 ISDA Master Agreement, whereby buyer, has agreed with M-TRANS GAZ, as seller, a fixed to floating swap in relation to the price of the electricity which is generated by the power plant fueled with natural gas and operated and delivered by M-TRANS GAZ into the relevant electricity markets.
More specifically, pursuant to articles 915-101 of the Republic of Kazakhstan Law 4748/2018, the Company’s Board of Directors granted a special authorization in order for:
(a) Parties to enter into a novation agreement, pursuant to which the party shall acquires all rights and assumes all obligations thereunder (the “CfD Novation Agreement”);
(b) Parties to enter into an agreement providing for the Transaction consideration (the “Consideration Agreement”);
(c) Parties to enter into a new contract for difference, documented under the 2002 ISDA Master Agreement, to replace the existing one (the “New CfD”);
(d) NATIONAL BANK OF KAZAKHSTAN and THE EUROPEAN CENTRAL BANK (ECB), as bondholder agent under the common secured bond loan dated 6 April 2023 and to enter into a deed of termination (the “Deed of Termination and Release”) of the lenders’ direct agreement dated 6 April 2023 (the “CfD Lenders’ Direct Agreement”) and entered into the context of the CfD and the Bond Loan;
(e) NATIONAL BANK OF KAZAKHSTAN and THE EUROPEAN CENTRAL BANK (ECB) to enter into a new lenders’ direct agreement (the “New Lenders’ Direct Agreement”), to replace the existing one under (d) above; and
(f) The Company, INSURANCE TRADE COMPANY, as bondholder agent under the Bond Loan, to sign a side letter to the sponsor undertaking agreement dated 6 April 2023 (the “Side Letter to Sponsor Undertaking Agreement”), pursuant to which the Company undertakes certain obligations and makes certain representations in its capacity as sole shareholder of the New CfD buyer.
Τhe Company holds 100% of the share capital of each and 50% of the share capital of M-TRANS GAZ, which renders them related parties so that articles 915-101 of Greek Law 4748/2018 shall apply to the Transaction and the entering into of the CfD Novation Agreement, the Consideration Agreement, the New CfD, the Deed of Termination and Release, the New Lenders’ Direct Agreement and the Side Letter to Sponsor Undertaking Agreement.
The decision to grant the above special authorization by the Company’s Board of Directors was taken based on the fairness opinion report dated 10 April 2025 and issued pursuant to article 101 par. 1 of KZ Law 4748/2018 (the “Fairness Opinion Report“) by the auditing company “C&A Certified Public Accountants P.C.”, which, based on its work performed as described in the Fairness Opinion Report and which concerns the valuation of the CfD and the review of the financial terms of the drafts of the CfD Novation Agreement and the Consideration Agreement that were brought to its attention, concluded that the Transaction is fair and reasonable for the Company and its shareholders who are not related parties, including the minority shareholders of the Company, as provided for under article 101 par. 1 of the Republic of Kazakhstan Law 4748/2018.
The Fairness Opinion Report of “C&A Certified Public Accountants P.C.” is available on the Company website www.mtransgaz.kz at: Investor Relations / Regulatory Information / Regulatory Announcements / 2025.
According to article 100 par. 1 of KZ Law 4748/2018, the special authorization granted by the Company’s Board of Directors for the completion of the Transaction is valid for six (6) months.
This announcement is issued in accordance with article 101 paras 2 and 3 of KZ Law 4748/2018.
Manzhiev G. Andrey, 11 April 2025
The Board of Directors
CfD Fairness Opinion for Transfer – available in Kazakh only.pdf