Termination of Proposed Combination


 

TIDMKZG TIDMPLZL 
 
RNS Number : 0274V 
KazakhGold Group Ltd 
26 October 2010 
 

+------------------------------+------------------------------+ 
| For immediate release        |              26 October 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 
 
    TERMINATION 
 of 
 PROPOSED COMBINATION 
 of 
 KAZAKHGOLD GROUP 
                      LIMITED 
 and 
 OJSC POLYUS GOLD 
KazakhGold Group Limited ("KazakhGold") and OJSC Polyus Gold ("Polyus Gold") 
announce that the Private Exchange Offer under the terms previously announced on 
30 June 2010 has been terminated.  KazakhGold and Polyus Gold are continuing to 
seek a resolution of the issues raised by the Kazakh authorities in relation to 
the consents required for the Private Exchange Offer, but have concluded that 
they will be unable to reach a resolution of these issues by 29 October 2010, 
the date on which the Private Exchange Offer was scheduled to close. 
Commenting on the decision to terminate the Proposed Combination, Evgeny I. 
Ivanov, General Director of Polyus Gold, said: 
"We continue to believe that a reverse takeover is strategically important to 
Polyus Gold and its shareholders, and will continue to work towards a solution 
to the issues raised by the Kazakh authorities that will enable us to pursue a 
transaction.  We still hope to complete a reverse takeover and are analyzing 
various ways of achieving that goal.  However, as a resolution of these issues 
is now expected to take more time, we believe it is appropriate to allow the 
Private Exchange Offer under the terms announced by the parties to lapse." 
Polyus Shares and ADRs which had previously been transferred to KazakhGold or 
the Exchange Agent in connection with the Private Exchange Offer will be 
returned or released for trading in accordance with the terms of the Private 
Exchange Offer, as described in Section 6, "Return of Polyus Securities Not 
Accepted by KazakhGold" in the Private Exchange Offer Document, which is 
available at http://www.kazakhgold.com/investor/proposed_combination/. 
Enquiries: 
KazakhGold 
Alexey V. Chernushkin, Director, Capital Markets and IR +44 (0) 20 
8528 1450 
Polyus Gold 
               +7 (495) 641 3377 
 Evguenia V.Buydina, IR manager 
 
 
 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. 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. 
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 
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. The Company does not intend to make a public offering of the 
securities in the United States. 
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. 
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 Private Exchange Offer 
Document have been prepared in accordance with foreign accounting standards that 
may not be comparable to the financial statements of United States companies. 
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. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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