Item 1. Security and Issuer
This
Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange
Commission (the
SEC
) on February 24, 2011 (the
Original 13D
)
by Palaeontol B.V., Palaeontol Coöperatief U.A., MIE New Ventures Corporation,
MIE Holdings Corporation, Far East Energy Limited, Zhang Ruilin and Zhao
Jiangwei (collectively, the
Reporting Persons
) with respect to the
shares of common stock, $0.001 par value per share (
Common Stock
), of
BMB Munai, Inc., a Nevada corporation (the
Issuer
). Unless otherwise stated
herein, the Original 13D remains in full force and effect. Capitalized terms
used and not defined herein have the meanings ascribed thereto in the Original
13D.
Item 4.
Purpose of Transaction
Item
4 is hereby amended and supplemented as follows:
On
June 2, 2011, at a special meeting of stockholders of the Issuer, the Issuers
stockholders voted upon and approved (i) the sale of all the Issuers interest
in and loans to the Issuers wholly-owned subsidiary, Emir, pursuant to the
terms of the Original Purchase Agreement (defined below) and (ii) the reduction
of the conversion price of the Issuers 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 Issuers Common Stock upon conversion of the Senior Notes.
On
September 19, 2011, the Transactions were consummated and Emir became an
indirect wholly-owned subsidiary of Holdings.
Purchase Agreement
The
Participation Interest Purchase Agreement, dated February 14, 2011, by and
among the B.V., the Issuer and Holdings (the
Original Purchase Agreement
),
was amended by the First Amendment and Waiver to the Participation Interest
Purchase Agreement, dated August 31, 2011, by and among the B.V., the Issuer
and Holdings (the
Purchase Agreement Amendment
and, together with the
Original Purchase Agreement, the
Purchase Agreement
). The purpose of
the Purchase Agreement Amendment was to, among other things: (i) eliminate the
post-closing transition services arrangement concept, which the parties
determined was no longer necessary; (ii) change the
previously contemplated escrow agent to Citibank, N.A., Hong Kong Branch, and
change the form of escrow agreement to be used in connection with the
Transactions; (iii) provide for all of the funds to be delivered to the Issuer
by the B.V. at the closing to be deposited into escrow in advance of the
closing, in conjunction with the Issuers submission to the appropriate
Kazakhstan governmental authorities of the documents necessary to effect the
sale of Emir to the B.V.; (iv) waive certain conditions to closing that would
have required the Issuer to (x) obtain insurance for the transportation and
storage of cargo prior to completing the Transactions and (y) provide
documentary evidence of Emirs ownership of gas utilization facilities,
electricity lines, gas pipelines and oil pipelines prior to completing the
Transactions; and (v) update to their final forms the opinions to be delivered
by the Issuers counsel at closing. The Issuer also agreed in the Purchase
Agreement Amendment to provide documentary evidence of Emirs ownership of the
assets described above within three months of the closing date of the
Transactions. In addition, the Issuer exercised its right under the Original
Purchase Agreement to extend the expiration date of the Original Purchase
Agreement until November 14, 2011.
Voting Agreements
Pursuant
to the Voting Agreements, each of the Stockholders, who prior to the closing of
the Transactions collectively owned 13,462,446 shares of Common Stock, which
represented approximately 24.1%
1
of the outstanding shares of Common Stock, agreed to vote (or cause to be
voted) such Stockholders shares of Common Stock and any other shares of Common
Stock that such Stockholder purchased or of which he otherwise acquired record
or beneficial ownership prior to the Expiration Date in favor of the
Transactions and any actions necessary to consummate the Transactions. As a
result of the closing of the Transactions, the Voting Agreements automatically
terminated (with the exception of certain miscellaneous provisions). As the
Reporting Persons deemed beneficial ownership of Common Stock arose by virtue
of the Voting Agreements, the Reporting Persons have also ceased to own,
whether indirectly or beneficially, any Common Stock.
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1
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Based upon
an aggregate of 55,787,554 shares of Common Stock outstanding as of February
14, 2011, as reported by the Issuer on Form 10-Q filed on February 22, 2011.
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Item 5. Interest in
Securities of the Issuer
Item
5 is hereby amended and supplemented as follows:
(a).
As
of the date of this Schedule, the Reporting Persons do not beneficially own any
shares of Common Stock.
(b).
As
of the date of this Schedule, the Reporting Persons do not beneficially own any
shares of Common Stock. As such, the Reporting Persons do not have any voting
power over any shares of Common Stock.
(c).
Except
as set forth in Item 4, none of the Reporting Persons has effected any
transaction in the Common Stock during the past 60 days.
(d).
Not
applicable.
(e).
September
19, 2011.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item
6 is hereby amended and supplemented as follows:
On
August 31, 2011, the B.V., the Issuer and Holdings entered into the Purchase
Agreement Amendment. The description of the Purchase Agreement Amendment set
forth under Item 4 is incorporated by reference to this Item 6 and is qualified
in its entirety by the full text of the Purchase Agreement Amendment, attached
as
Exhibit 1
hereto.
Item 7. Material to Be Filed as Exhibits
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Exhibit 1
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First
Amendment and Waiver to the Participation Interest Purchase Agreement, dated
as of August 31, 2011, by and among Palaeontol B.V., BMB Munai, Inc. and MIE
Holdings Corporation (incorporated by reference to Exhibit No. 2.1 to the
Issuers Current Report on Form 8-K filed on August 31, 2011).
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this Statement is true, complete
and correct.
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Dated: September
20, 2011
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PALAEONTOL
B.V.
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By:
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/s/ Zhang Ruilin
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Name:
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Zhang Ruilin
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Title:
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Authorized Representative of the Corporate
Managing Director
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Dated: September
20, 2011
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PALAEONTOL COÖPERATIEF U.A.
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By:
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/s/ Zhang Ruilin
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Name:
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Zhang Ruilin
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Title:
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Authorized Representative of the Corporate
Managing Director
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Dated: September
20, 2011
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MIE
NEW VENTURES CORPORATION
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By:
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/s/ Zhang Ruilin
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Name:
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Zhang Ruilin
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Title:
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Sole Director
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Dated: September
20, 2011
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MIE
HOLDINGS CORPORATION
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By:
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/s/ Zhang Ruilin
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Name:
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Zhang Ruilin
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Title:
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Chairman
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Dated: September
20, 2011
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FAR
EAST ENERGY LIMITED
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By:
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/s/ Zhang Ruilin
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Name:
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Zhang Ruilin
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Title:
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Chairman
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Dated: September
20, 2011
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ZHANG
RUILIN
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/s/ Zhang Ruilin
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Dated: September
20, 2011
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ZHAO
JIANGWEI
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/s/ Zhao Jiangwei
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EXHIBIT
INDEX
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Exhibit No.
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Exhibit Description
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1
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First
Amendment and Waiver to the Participation Interest Purchase Agreement, dated
as of August 31, 2011, by and among Palaeontol B.V., BMB Munai, Inc. and MIE
Holdings Corporation (incorporated by reference to Exhibit No. 2.1 to the
Issuers Current Report on Form 8-K filed on August 31, 2011).
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