Extension of deadline for acceptances
2010年9月15日 - 11:25PM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMKZG
RNS Number : 7656S
KazakhGold Group Ltd
15 September 2010
+-----------------------------------------+---------------------+
| For immediate release | 15 September 2010 |
+-----------------------------------------+---------------------+
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
CANADA, AUSTRALIA, JAPAN OR THE RUSSIAN FEDERATION, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE
REGISTRATION THEREOF
PROPOSED COMBINATION WITH POLYUS GOLD - EXTENSION OF DEADLINE FOR ACCEPTANCES OF
THE PRIVATE EXCHANGE OFFER
KazakhGold announces that the deadline for acceptances of the Private Exchange
Offer announced on 30 June 2010 as part of the proposed combination of
KazakhGold with OJSC Polyus Gold (the "Proposed Combination") will be further
extended to 5.00 p.m., New York City time, on 29 October 2010.
This extension of the deadline for acceptances of the Private Exchange Offer is
intended to provide the Company a further period for resolution of the issues
raised by the Kazakh authorities in relation to the Proposed Combination,
including the annulment of the waivers previously granted to KazakhGold with
respect to the state's pre-emptive rights under the Kazakh subsoil laws.
A revised timetable for the Proposed Combination of KazakhGold with OJSC Polyus
Gold is attached to this announcement. Except in relation to the extension of
the deadline for acceptances, the terms and conditions of the Private Exchange
Offer and the Proposed Combination remain unchanged from those set forth in the
announcement of the Proposed Combination on 30 June 2010 and the Private
Exchange Offer Document dated 2 July 2010, including the condition to receive
valid acceptances representing 15% of the issued and outstanding share capital
of OJSC Polyus Gold. KazakhGold retains the right to amend, extend or terminate
the Private Exchange Offer in its absolute discretion at any time and for any
reason until completion of settlements under the Private Exchange Offer.
The Company would also like to inform Polyus Securityholders of the change of
name and address of the registrar of OJSC Polyus Gold, Closed Joint-Stock
Company The National Registry Company (NRC), to Closed Joint Stock Company
"Computershare Registrar" (CJSC "Computershare Registrar") and Business Centre
Kutuzoff Tower, 8, Ul. Ivana Franko, Moscow, Russia 121108, respectively.
Any references to "NRC" or "Closed Joint-Stock Company The National Registry
Company" in the documents relating to the Proposed Combination, including the
Prospectus (including any Supplementary Prospectuses), the Private Exchange
Offer Document and the related Form of Acceptance, shall be read as references
to Closed Joint Stock Company "Computershare Registrar" and any references to
the address and telephone numbers of NRC, including for the purposes of
submitting the Forms of Acceptance or directing any questions and requests for
assistance in connection with accepting the Private Exchange Offer with respect
to Polyus Shares and the relevant acceptance procedures, shall be read as
references to the address of Closed Joint Stock Company "Computershare
Registrar" as set out below:
Closed Joint Stock Company "Computershare Registrar"
8, Ul. Ivana Franko, Moscow, Russia 121108
Tel: +7 (495) 926-81-60
Fax: + 7 (495) 926-81-78
Enquiries:
+------------------------------------------+-----------------+
| KazakhGold | +44 (0) 20 8528 |
| | 1450 |
| Alexey V. Chernushkin, Director, Capital | |
| Markets and IR | |
| | |
+------------------------------------------+-----------------+
| Polyus Gold | +7 (495) 641 |
| | 3377 |
| Evguenia V. Buydina, IR manager | |
| | |
+------------------------------------------+-----------------+
| HSBC (financial adviser to KazakhGold) | +44 (0) 20 7991 |
| | 8888 |
| Sergei Chinkis | |
| | |
+------------------------------------------+-----------------+
This announcement should be read in conjunction with the Private Exchange Offer
Document dated 2 July 2010 and the related Forms of Acceptance and accompanying
documents, as they may be amended or supplemented from time to time. which
contain the terms and conditions of the Private Exchange Offer. The Private
Exchange Offer Document and the Prospectus dated 2 July 2010 are each available
for download from KazakhGold's website at: http://www.kazakhgold.com and at
KazakhGold's principal place of business at 88 Wood Street, London EC2V 7RS,
United Kingdom during working hours on any business day (Saturdays, Sundays and
public holidays excepted). Definitions used in the Private Exchange Offer
Document have the same meaning when used in this announcement, unless the
context requires otherwise.
HSBC Bank plc ("HSBC"), which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for KazakhGold and no
one else in connection with the Proposed Combination and will not be responsible
to anyone other than KazakhGold for providing the protections afforded to
clients of HSBC, nor for providing advice in relation to the Proposed
Combination, 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 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. Except as amended by this
announcement, the terms and conditions of the Private Exchange Offer are
contained solely in the Private Exchange Offer Document, and the related Forms
of Acceptance and accompanying documents, as they may be amended or supplemented
from time to time. This announcement does not constitute a prospectus or a
prospectus equivalent document. Investors should not subscribe for any
transferable securities referred to in this announcement except on the basis of
information in a prospectus, which will be published in accordance with the
Prospectus Directive. The Private Exchange Offer is being made to existing
Polyus Securityholders outside of the Russian Federation, Canada, Australia and
Japan who, under the laws of their jurisdictions, are permitted to participate
in the Private Exchange Offer, and to certain eligible Polyus Securityholders in
the Russian Federation that are "qualified investors" under Russian
law. Eligible Polyus Securityholders are advised to read carefully the formal
documentation in relation to the Private Exchange Offer, including the Private
Exchange Offer Document and the Prospectus dated 2 July 2010 and related
documents.
Neither this announcement nor the information contained therein is an offer, or
an invitation to make offers, sell, purchase, exchange or transfer any
securities or other financial instruments in the Russian Federation or to or for
the benefit of any person in Russia, and does not constitute and is not
purported to constitute an offering to investors who are not "qualified
investors" (as defined in the Russian Federal Law on the Securities Market) or
advertisement of any securities or other financial instruments in Russia. This
announcement and the information contained therein must not be passed on to
third parties or otherwise be made publicly available in Russia. Distribution of
this document does not constitute placement and/or public circulation of
securities or other financial instruments in Russia and the Private Exchange
Offer referred to herein does not, and is not intended to, constitute a public
offer in Russia. The depositary receipts of KazakhGold Group Limited have not
been and will not be registered in the Russian Federation and are not intended
for and will not be admitted to "placement" or "public circulation" in Russia.
Notice to U.S. investors
It is important for U.S. securities holders to be aware that this announcement
is subject to disclosure and regulations in England that are different from
those in the United States. In addition, U.S. securities holders should be aware
that this announcement 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.
The KazakhGold GDRS and the KazakhGold Shares to be represented by the
KazakhGold GDRs have not been and will not be registered under the Securities
Act or the securities laws of any state of the U.S., and may not be offered,
sold, delivered or transferred except pursuant to an available exemption from or
in a transaction not subject to the registration requirements of the Securities
Act and applicable U.S. state securities laws.
These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended. Any public offering of securities of the Company to be made in
the United States would be made by means of a prospectus to be obtained from the
issuer or selling security holder and that would contain detailed information
about the Company and management, as well as financial statements. The Company
does not intend to register any portion of the offering in the United States or
conduct a public offering of the securities in the United States.
The Private Exchange Offer is made for Polyus Securities and is subject to
disclosure requirements of a foreign country that are different from those of
the United States. Financial statements included in this Document, if any, have
been prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for U.S. holders of KazakhGold GDRs to enforce their rights
and any claim they may have arising under the U.S. federal securities laws,
since KazakhGold is located in a foreign country, and some or all of its
officers and directors may be residents of a foreign country. U.S. holders of
KazakhGold GDRs may not be able to sue a foreign company or its officers or
directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment.
You should be aware that KazakhGold may purchase Polyus Securities otherwise
than under the Private Exchange Offer, such as in open market or privately
negotiated transactions.
Forward looking statements
This announcement, including any information included or incorporated by
reference, may contain "forward-looking statements" concerning Polyus Gold,
Jenington and KazakhGold. Generally, the words "will", "may", "should", "could",
"would", "can", "continue", "opportunity", "believes", "expects", "intends",
"anticipates", "estimates" 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 expressed in the
forward-looking statements. Forward-looking statements include statements
relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Polyus Gold, Jenington and KazakhGold
operations and potential synergies resulting from the Proposed Combination; and
(iii) the effects of government regulation on Polyus Gold, Jenington and
KazakhGold's businesses. 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 Polyus Gold, Jenington and
KazakhGold assumes no obligation in respect of, and does not intend to update,
these forward-looking statements, except as required pursuant to applicable law.
Appendix I
Expected timing of principal events
+----------------------+------------------------------------+
| The times, dates and events shown in this table are |
| subject to change at the absolute discretion of |
| KazakhGold. |
+-----------------------------------------------------------+
| DAY | EVENT |
+----------------------+------------------------------------+
| 5.00 p.m., New York | Deadline for acceptances of the |
| City time, on 29 | Private Exchange Offer. |
| October 2010 (the | Please note that, in relation to |
| "Expiration Time") | Polyus ADSs, each of DTC, |
| | Euroclear and Clearstream may |
| | establish their own earlier |
| | deadlines for giving instructions |
| | for accepting the Private Exchange |
| | Offer. |
| | Please note that Share Forms of |
| | Acceptance relating to Polyus |
| | Shares must be submitted to NRC |
| | and the transfer of Polyus Shares |
| | to the account of KazakhGold in |
| | the Register must occur by 5.00 |
| | p.m., Moscow time, on 29 October |
| | 2010. |
+----------------------+------------------------------------+
| On or around 29 | Subject to satisfactory |
| October 2010 | acceptances under the Private |
| | Exchange Offer, KazakhGold intends |
| | to exercise the Options. |
+----------------------+------------------------------------+
| 1 November 2010 | Announcement of the level of |
| | acceptances of the Private |
| | Exchange Offer. |
+----------------------+------------------------------------+
| By 10 November 2010 | Settlement of the Private Exchange |
| | Offer, the Principal Shareholders |
| | Option Agreement and the Jenington |
| | Option Agreement. |
+----------------------+------------------------------------+
| On or about 11 | Announcement of the Private |
| November 2010 | Exchange Offer, the Principal |
| | Shareholders Option Agreement and |
| | Jenington Option Agreement having |
| | completed and admission of new |
| | KazakhGold GDRs to the Standard |
| | Listing segment of the Official |
| | List and to trading on the London |
| | Stock Exchange. |
+----------------------+------------------------------------+
| By mid-December 2010 | Jenington Distribution. |
+----------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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