Statement Re: Partial Offer Pre-condition


 

TIDMPLZL TIDMKZG 
 
RNS Number : 0722M 
OJSC Polyus Gold 
22 January 2009 
 

FOR IMMEDIATE RELEASE 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO 
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER RESTRICTED JURISDICTION 
 
 
22 January 2009 
 
 
OJSC POLYUS GOLD 
 
 
STATEMENT RE: PARTIAL OFFER PRE-CONDITION 
 
 
 
 
OJSC Polyus Gold ("Polyus Gold") wishes to clarify the pre-condition in relation 
to the US$200 million Senior Notes due 2013 (the "Senior Notes") issued by 
KazakhGold Group Limited ("KazakhGold"), as set out in the announcement of the 
proposed partial offer to be made by Jenington International Inc ("Jenington"), 
an indirect wholly-owned subsidiary of Polyus Gold, to acquire 50.1 per cent. of 
the issued and to be issued share capital of KazakhGold (the "Proposed Partial 
Offer"), made on 29 December 2008. 
 
 
The making by Jenington of an announcement of the Proposed Partial Offer in 
accordance with Rule 2.5 of the Takeover Code is subject to, amongst other 
things, the receipt of a waiver, on terms that are acceptable to Polyus Gold, 
from the holders of the Senior Notes ("Noteholders") in respect of their right 
to require KazakhGold to repurchase all or any part of the Senior Notes on a 
change of control of KazakhGold, and which would enable KazakhGold to raise 
additional debt from Polyus Gold or members of the Polyus Gold group (the 
"Waiver"). 
 
 
This pre-condition is not waivable by Jenington and, accordingly, if the Waiver 
is not granted by Noteholders, the Proposed Partial Offer will not be made. 
 
 
The proposal made by KazakhGold to Noteholders is that (i) Polyus Gold 
will become a limited liability guarantor of the Senior Notes (subject to 
necessary corporate approval to be obtained by Polyus Gold), (ii) Polyus Gold or 
any of its subsidiaries may provide a credit facility of up to US$50 million to 
KazakhGold following completion of the Proposed Partial Offer and (iii) 
KazakhGold will pay a consent fee of US$50.00 for each US$1,000 in principal 
amount of the Senior Notes held by Noteholders who vote in favour of the 
extraordinary resolution at the meeting of Noteholders, to be held on 2 February 
2009. 
 
 
Polyus Gold considers that the proposal made by KazakhGold to Noteholders is 
attractive in view of: 
 
 
-the downgrade by Fitch Ratings on 19 January 2009 of KazakhGold's Long-term 
Issuer Default Rating (IDR) to 'CCC' from 'B' and the downgrade of KazakhGold's 
senior unsecured rating to 'CCC'/'RR4' from 'B'/'RR4'. Both ratings remain on 
Rating Watch Negative; 
 
 
-the benefit to Noteholders of having Polyus Gold, which had no debt as at 30 
June 2008, as an additional guarantor of the Senior Notes; and 
 
 
-the statement by KazakhGold, which was included in the announcement of the 
Proposed Partial Offer on 29 December 2008, that, "With the inability to raise 
capital in the current difficult market conditions and due to the fact that 
production has been significantly lower than anticipated, there has been a 
severe deterioration in KazakhGold's cash balance over the second half of 2008 
and, consequently, KazakhGold will require a funding commitment during the first 
quarter of 2009, otherwise it will not be able to operate as a going concern in 
its current form." 
 
 
A further announcement regarding the Proposed Partial Offer will be made in due 
course. 
 
 
Requests for information in relation to the consent solicitation process and the 
proposal to Noteholders should be directed to HSBC, which is acting as sole 
Solicitation Agent for KazakhGold, by telephone at +44 20 7991 5880 (London) / 
+1 212 525 5552 (New York) or via email at kazakhgold-consent@hsbcib.com.Copies 
of the Consent Solicitation Statement can be obtained either from HSBC or from 
Lucid Issuer Services Limited ("Lucid"), which is acting as Tabulation Agent. 
 
 
 
 
Enquiries: 
 
 
HSBC Bank plc (financial adviser to Polyus Gold) 
 
 
+--------------------------+--------------------------------------------+ 
| Jan Sanders              | Tel: +44(0) 20 7991 8888                   | 
+--------------------------+--------------------------------------------+ 
| Sergei Chinkis           |                                            | 
+--------------------------+--------------------------------------------+ 
 
 
 
 
HSBC Bank plc ("HSBC"), which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Polyus Gold and 
Jenington and no one else in connection with the Proposed Partial Offer and will 
not be responsible to anyone other than Polyus Gold and Jenington for providing 
the protections afforded to clients of HSBC, nor for providing advice in 
relation to the Proposed Partial Offer, the contents of this announcement or any 
other matter referred to herein. 
 
 
General 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore any persons 
who are subject to the laws of any jurisdiction other than the United Kingdom 
should inform themselves about, and observe, any applicable requirements. This 
announcement has been prepared for the purposes of complying with English law 
and the Takeover Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws and regulations of any jurisdiction outside of England. 
 
 
This announcement is not intended to, and does not constitute, or form part of, 
an offer to sell or an invitation to purchase or subscribe for any securities or 
a solicitation of any vote or approval in any jurisdiction. 
 
 
The Polyus Gold Shares have not been, and will not be, registered under the 
United States Securities Act of 1933 (as amended) or under any relevant 
securities laws of any state or district of the United States. Securities may 
not be offered or sold in the United States absent registration or an exemption 
from registration.  Polyus Gold does not plan to make a public offering of 
securities in the United States. 
 
 
The Proposed Partial Offer, if it is made, will not be made, directly or 
indirectly, in or into the United States, Canada, Australia, Japan or any other 
jurisdiction if to do so would constitute a violation of the relevant laws of 
such jurisdiction. Accordingly, copies of this announcement are not being, and 
must not be, mailed or otherwise distributed or sent in or into or from the 
United States, Canada, Australia, Japan or any other such jurisdiction. 
 
 
Neither this announcement nor any information contained herein is an offer, or 
an invitation to make offers, sell, purchase, exchange or transfer any 
securities in Russia, and does not constitute an advertisement of the securities 
in Russia.  KazakhGold shares and KazakhGold GDRs to which this communication 
relates have not been and will not be registered in Russia and are not intended 
for "placement" or "public circulation" in Russia.  Polyus Gold ordinary shares 
to which this communication relates have not been and will not be registered 
outside Russia and are not intended for "placement" or "public circulation" 
outside Russia as each term defined under Russian securities laws. 
 
 
Forward Looking Statements 
 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain "forward?looking statements" concerning 
Jenington, Polyus Gold or KazakhGold. Generally, the words "will", "may", 
"should", "continue", "believes", "expects", "intends", "anticipates" or similar 
expressions identify forward?looking statements. The forward?looking statements 
involve risks and uncertainties that could cause actual results to differ 
materially from those suggested by them. Many of these risks and uncertainties 
relate to factors that are beyond the companies' abilities to control or 
estimate precisely, such as future market conditions and the behaviours of other 
market participants, and therefore undue reliance should not be placed on such 
statements which speak only as at the date of this announcement. Each of 
Jenington, Polyus Gold and KazakhGold assumes no obligation and does not intend 
to update these forward?looking statements, except as required pursuant to 
applicable law. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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