TIDMPLZL TIDMKZG
RNS Number : 4347X
OJSC Polyus Gold
14 August 2009
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada and Japan or the United States or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction
14 August 2009
Recommended Partial Offer
by
Jenington International Inc.
an indirect wholly-owned subsidiary of
OJSC Polyus Gold
to acquire 50.1 per cent. of the issued and to be issued share capital of
KazakhGold Group Limited
Partial Offer unconditional in all respects
On 9 July 2009, Jenington International Inc. ("Jenington") announced that the
offer document (the "Partial Offer Document") containing the full terms and
conditions of the recommended partial offer made by Jenington, an indirect
wholly-owned subsidiary of OJSC Polyus Gold ("Polyus Gold"), to acquire 50.1 per
cent. of the issued and to be issued ordinary share capital of KazakhGold Group
Limited ("KazakhGold") (the "Partial Offer"), together with a prospectus, had
been published and sent to eligible KazakhGold Shareholders, together with the
Form of Acceptance and Form of Direction.
On 30 July 2009, Jenington announced that the Partial Offer had become
unconditional as to acceptances and would close to further acceptances at 3:00
p.m. (London time) on 13 August 2009.
Jenington is pleased to announce that the Partial Offer has now closed and that
all other conditions of the Partial Offer have now been satisfied or waived.
Accordingly, the Partial Offer is hereby declared unconditional in all respects.
Further acceptances
As at 3.00 p.m (London time) on 13 August 2009, valid acceptances had been
received in respect of a total of 51,021,452 KazakhGold Shares representing
approximately 96.37 per cent. of KazakhGold's existing issued share capital.
The total number of valid acceptances set out above includes acceptances
received in respect of 22,141,036 KazakhGold Shares (representing, in aggregate,
approximately 41.82 per cent. of the existing issued share capital of
KazakhGold) which were subject to irrevocable commitments procured by Jenington
from Gold Lion Holdings Limited ("Gold Lion"), David Netherway and Darryl
Norton. Neither Jenington, Polyus Gold nor any of its associates have any
outstanding irrevocable commitments or letters of intent in respect of
KazakhGold Shares.
Save as disclosed in this announcement or in the Partial Offer Document, neither
Jenington, Polyus Gold, nor any person acting in concert with Jenington, is
interested in or has any rights to subscribe for, any KazakhGold Shares nor does
any such person have any short positions (whether conditional or absolute and
whether in money or otherwise), including any short position under a derivative
or any arrangement in relation to KazakhGold Shares. For these purposes,
"arrangement" includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of KazakhGold Shares and
any borrowing or lending of KazakhGold Shares which have not been on-lent or
sold and any outstanding irrevocable commitment or letter of intent with respect
to KazakhGold Shares.
Scale down
As a result of acceptances being received for more than 50.1 per cent. of the
KazakhGold Shares to which the Partial Offer relates, excess acceptances will be
scaled down pro rata (i) in the case of a KazakhGold Registered Shareholder, to
such KazakhGold Registered Shareholder's holding in KazakhGold on the date of
the submission of the KazakhGold Registered Shareholder's Form of Acceptance as
evidenced by the register of members, or (ii) in the case of a KazakhGold GDR
Holder, to such KazakhGold GDR Holder's holding in KazakhGold that has been
blocked by the relevant Clearing System, as confirmed by the Clearing System,
and which will be deemed to constitute the entire holding of the KazakhGold GDR
Holder submitting the Form of Direction, provided that, in the case of those
KazakhGold Shareholders who accepted the Partial Offer in excess of 50.1 per
cent. of their holding, no acceptance will be reduced to less than 50.1 per
cent..
Acceptances of the Partial Offer by KazakhGold Shareholders which are valid in
all respects (or are deemed to be valid), will be met in full to the extent they
were made in respect of up to 50.1 per cent. of the relevant KazakhGold
Shareholders holding of KazakhGold Shares. KazakhGold Shareholders will
therefore receive approximately US$7.18 in cash and 0.064 Polyus Gold Shares for
each KazakhGold Share tendered up to this level. Acceptances by KazakhGold
Shareholders, to the extent they were made in respect of more than 50.1 per
cent. of the relevant KazakhGold Shareholder's holding of KazakhGold Shares,
have been scaled back pro rata. The excess element of each such acceptance has
been scaled back by a proration factor of 0.03884346.
The Tender Agent is in the process of informing the KazakhGold GDR Holders who
have accepted the Partial Offer of the number of their accepted KazakhGold GDRs
and the number of Polyus Gold Consideration Shares that each such KazakhGold GDR
Holder is entitled to receive, and will inform the relevant Clearing Systems to
unblock from trading any blocked KazakhGold GDRs not accepted in the Partial
Offer.
Settlement
As set out in the Partial Offer Document, settlement for those KazakhGold
Shareholders who have validly accepted the Partial Offer, including transfers of
the Polyus Gold Consideration Shares (other than the Polyus Gold Consideration
Shares in the Share Dealing Facility, as described in the following
paragraphs), will be effected by 27 August 2009.
In the case of those KazakhGold Shareholders who do not have an existing Russian
securities account for the receipt of the Polyus Gold Consideration Shares not
subject to the Buyback, who did not set up such an account prior to the deadline
for submitting their Form of Acceptance or Form of Direction, as applicable, or
who failed to provide full and correct details of such account in their Form of
Acceptance or Form of Direction, as applicable, Jenington will hold the relevant
Polyus Gold Consideration Shares for a period of two months from 13 August 2009.
During such two-month period, KazakhGold Shareholders may elect to set up a
Russian securities account for the receipt of the Polyus Gold Consideration
Shares not subject to the Buyback and (or) provide full and correct details of
their Russian securities account to Jenington and, upon submitting a
notification, including the full and correct details of such Russian securities
account, to the Receiving Agent at the following address: Computershare Investor
Services (Jersey) Limited, Ordnance House, 31 Pier Road, St Helier, Jersey JE4
8PW, Channel Islands, by post or by hand, Jenington will transfer such Polyus
Gold Consideration Shares to such account provided that the hard copy original
is received by no later than 3.00 p.m. (London time) on the final day of such
two-month period. The form of notification on Russian securities account details
referred to above will be placed on Polyus Gold's website at:
http://www.polyusgold.com/eng/checkednews/.
Jenington will, within 30 days of the expiration of the two-month period
referred to in the preceding paragraph, sell, in one or more open market
transactions, the Polyus Gold Consideration Shares not subject to the Buyback
and distribute pro rata to the KazakhGold Shareholders entitled thereto the U.S.
Dollar cash proceeds of such sale(s), net of costs and fees associated with
selling such Polyus Gold Consideration Shares (including any fees charged by
Russian brokers/stock exchange(s) and any foreign currency conversion fees but
not including any stamp duty or equivalent taxes which, if applicable, will be
paid by Jenington). Individual entitlements to net amounts of less than US$7.00
will be for the benefit of KazakhGold.
Jenington is under no obligation to verify the completeness or accuracy of the
details of the Russian securities accounts provided to it and will not notify
KazakhGold Shareholders should it not be able to deliver the Polyus Gold
Consideration Shares not subject to the Buyback. Any Polyus Gold Consideration
Shares not subject to the Buyback that Jenington is unable to deliver will be
sold, and the proceeds of such sale(s) distributed as described in the preceding
paragraph. There can be no assurance as to the amount of proceeds, if any,
Jenington will realise from the sale of the Polyus Gold Consideration Shares not
subject to the Buyback.
Terms used in this announcement and not otherwise defined herein shall have the
meaning given to them in the Partial Offer Document.
Enquiries
For further information, contact:
Polyus Gold
+--------------------------+--------------------------------------------+
| Alexey V. Chernushkin | Tel: +7 (495) 785 4031 |
+--------------------------+--------------------------------------------+
| Anton A. Arens | Tel: +7 (495) 641 3365 |
+--------------------------+--------------------------------------------+
| Evguenia V. Buydina | Tel: +7 (495) 641 3377 |
+--------------------------+--------------------------------------------+
HSBC Bank plc (financial adviser to Jenington and Polyus Gold)
+--------------------------+--------------------------------------------+
| Jan Sanders | Tel: +44 (0) 20 7991 8888 |
+--------------------------+--------------------------------------------+
| Sergei Chinkis | |
+--------------------------+--------------------------------------------+
The Polyus Gold Directors accept responsibility for the information contained in
this announcement, other than that relating to KazakhGold. To the best of the
knowledge and belief of the Polyus Gold Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.
HSBC Bank plc, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for Jenington and Polyus
Gold and no one else in relation to the Partial Offer and will not be
responsible to anyone other than Jenington and Polyus Gold for providing the
protections afforded to clients of HSBC Bank plc nor for providing advice in
relation to the Partial Offer or any other matters referred to in this
announcement or any transaction, arrangement or matter referenced herein.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or the solicitation of an offer to subscribe for or buy any
securities, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of any
applicable law. The Partial Offer is made solely by means of the Partial Offer
Document, the Form of Acceptance and Form of Direction, as applicable,
accompanying the Partial Offer Document, and KazakhGold Shareholders should not
accept the Partial Offer except on the basis of the information contained in
such documents and in the Prospectus.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions. Further, the laws
of the relevant jurisdictions may affect the availability of the Partial Offer
to persons not resident in Jersey, the United Kingdom or the Russian Federation.
Persons who are not resident in Jersey, the United Kingdom, the Russian
Federation or who are subject to the laws of any jurisdiction other than Jersey,
the United Kingdom or the Russian Federation should inform themselves about, and
observe, any applicable requirements. Further details in relation to overseas
shareholders are contained in the Partial Offer Document.
This announcement has been prepared for the purposes of complying with English
law and the City 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.
The Partial Offer is subject to the laws of England. It is important for U.S.
securities holders to be aware that this document is subject to disclosure and
takeover laws and regulations in England that are different from those in the
United States. In addition, U.S. securities holders should be aware that this
document has been prepared in accordance with English format and style, which
differs from the U.S. format and style. In particular the financial information
of Polyus Gold included herein has been prepared in accordance with
International Financial Reporting Standards, and thus may not be comparable to
financial information of U.S. companies whose financial statements are prepared
in accordance with, generally accepted accounting, principles in the United
States.
As applicable, Jenington will comply with Regulation 14E under the U.S.
Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Jenington
intends, however, to treat the Partial Offer as one to which the "Tier II
exemption" described in Rule 14d-1(d) under the Exchange Act is applicable.
The Polyus Gold Shares have been registered in the Russian Federation and 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, or under the relevant securities laws of Canada,
Australia, Japan or any other jurisdiction and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. Polyus Gold does not plan to make a public offering of securities
in the United States. Accordingly, unless an exemption under such relevant laws
is available, Polyus Gold Shares may not be offered, sold, re-sold or delivered,
directly or indirectly, in, into or from Canada, Australia or Japan or, subject
to certain exceptions, the United States, or any other jurisdiction in which an
offer of Polyus Gold Shares would constitute a violation of relevant laws or
require registration thereof, or to or for the account or benefit of any person
resident in Canada, Australia or Japan or, subject to certain exceptions, the
United States, or any other such jurisdiction.
It may be difficult to enforce any rights and any claim arising under
the U.S. federal securities laws since Polyus Gold and KazakhGold are located in
non-U.S. jurisdictions and some or all of their officers and directors may be
residents of non-U.S. jurisdictions. It may not be possible to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations
of U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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