TIDMKZG
RNS Number : 7678I
KazakhGold Group Ltd
20 June 2011
FOR IMMEDIATE RELEASE
20 June 2011
KazakhGold Group Limited (the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
The Board of KazakhGold Group Limited (TIDM: KZG) has posted a
circular to its shareholders containing notice of the Extraordinary
General Meeting to be held at 88 Wood Street, London EC2V 7RS,
United Kingdom on 14 July 2011 at 10.00 am.
A copy of the circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.Hemscott.com/nsm.do.
A copy of the circular will also be available at the Company's
web-site at http://www.kazakhgold.com/.
For further information, contact:
Alexey V. Chernushkin, Director, CM and IR
Evguenia V.Buydina, IR manager
+44 (0) 208 528 1450
+44 (0) 208 528 1020
ir@kazakhgold.com
Anton A. Arens, PR Director
+44 (0) 208 528 1450
+44 (0) 208 528 1020
anton.arens@kazakhgold.com
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action you should
take, you are recommended to seek your own independent financial
advice from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser authorised under the
Financial Services and Markets Act 2000. If you have sold or
otherwise transferred all of your shares in KazakhGold Group
Limited, please send this Circular and the Form of Proxy as soon as
possible to the purchaser or transferee or to the stockbroker, bank
or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee. However, such
documents should not be distributed, forwarded or transmitted in or
into Canada, Australia or Japan or, subject to certain exceptions,
the Russian Federation, or any other jurisdiction where the
extension or availability of the Private Exchange Offer as
described herein would constitute a violation of relevant laws or
require registration thereof. If you have sold any part of your
holding of shares in KazakhGold Group Limited, please contact your
stockbroker, banker or other agent through whom the sale was
effected immediately.
HSBC Bank plc, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for KazakhGold Group
Limited and no one else in connection with the proposals described
in this Circular and will not be responsible to anyone other than
KazakhGold Group Limited for providing the protections afforded to
clients of HSBC Bank plc nor for providing advice in relation to
the content of this Circular or any other matter referred to
herein.
KAZAKHGOLD GROUP LIMITED
(Incorporated and registered in Jersey under company number
91264)
Circular and Notice of Extraordinary General Meeting to be held
on 14 July 2011
This Circular should be read as a whole. Your attention is drawn
to the letter from the Chairman set out in this Circular, which
provides background information to the Resolutions to be proposed
at the Extraordinary General Meeting referred to below.
Notice of the Extraordinary General Meeting of KazakhGold Group
Limited to be held at 10 a.m. on 14 July 2011 at 88 Wood Street,
London EC2V 7RS, United Kingdom is set out on the following pages
of this Circular.
A Form of Proxy for use at the Extraordinary General Meeting is
enclosed. To be valid, Forms of Proxy for use at the Extraordinary
General Meeting must be completed and returned in accordance with
the instructions printed thereon as soon as possible but in any
event to be received by the Company at Queensway House, Hilgrove
Street, St Helier, Jersey JE1 1ES not less than 48 hours before the
time of the meeting or of any adjournment of the meeting.
Completion and return of a Form of Proxy will not preclude a
shareholder from attending and voting in person at the
Extraordinary General Meeting, should it wish.
Copies of this Circular are available free of charge from the
Company's registered office during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) until the
date of the Extraordinary General Meeting. Copies of this Circular
may also be downloaded from the Company's website:
http://www.kazakhgold.com
CONTENTS
Page
Letter from the Chairman of KazakhGold 1
Notice of Extraordinary General Meeting 14
Form of Proxy 18
Definitions 22
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Circular 20 June 2011
Latest time and date for receipt of completed Forms of Proxy
10.00 a.m. on 12 July 2011
Extraordinary General Meeting 10.00 a.m. on 14 July 2011
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
shareholders by means of a Regulatory Information Service
announcement.
LETTER FROM THE CHAIRMAN
KAZAKHGOLD GROUP LIMITED
(Incorporated and registered in Jersey under company number
91264)
Board of KazakhGold: Registered Office:
Mr. Evgeny Ivanov (Chairman) Queensway House
Mr. Adrian Coates (Non-Executive Director) Hilgrove Street
Mr. Oleg Ignatov (Executive Director) St Helier
Mr. German Pikhoya (Executive Director) Jersey JE1 1ES
Mr. Alexey Teksler (Executive Director)
Company Secretary:
Computershare Company Secretarial Services (Jersey) Limited
20 June 2010
Dear Shareholder,
EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 JULY 2011
Introduction
On 17 June 2011, the boards of KazakhGold and Polyus Gold
announced the Proposed Combination, which, if completed, would
result in KazakhGold acquiring all or substantially all of the
issued share capital of Polyus Gold, currently the indirect
controlling shareholder of KazakhGold.
The Proposed Combination is to be effected through a series of
transactions including a conditional Private Exchange Offer to be
made by KazakhGold to Eligible Polyus Securityholders for 16% of
the issued Polyus Securities. The Transactions, further details of
which are provided below, are conditional upon, amongst other
things, the passing of the Resolutions set out in the Notice of
Extraordinary General Meeting at the end of this Circular.
The purpose of this Circular is to explain the background to and
reasons for the Resolutions and to explain why the Board considers
that the passing of the Resolutions is in the best interests of
KazakhGold and its shareholders as a whole and recommends that you
vote in favour of them.
The Resolutions, to be proposed as special resolutions at the
Extraordinary General Meeting, are:
1. to increase the authorised share capital of KazakhGold in
order to facilitate the Transactions; and
2. to change the name of KazakhGold to "Polyus Gold
International Limited", conditional upon the admission to listing
on the standard segment of the Official List, and to trading on the
regulated part of the International Order Book of the London Stock
Exchange, of the global depositary receipts, each representing one
ordinary share of the Company, to be issued in connection with the
Transactions.
The Extraordinary General Meeting has been convened for 10.00
a.m. on 14 July 2011, at which the shareholders will be asked to
consider and, if thought fit, approve the Resolutions. In order to
be passed, the Resolutions will each require the votes in favour of
not less than two thirds of the votes cast in person or by
proxy.
BACKGROUND TO THE TRANSACTIONS
Since acquiring its 50.1% interest in KazakhGold in 2009
pursuant to the Partial Offer, Jenington, an indirect wholly-owned
subsidiary of Polyus Gold, has funded the development and
operations of KazakhGold through two USD 50,000,000 shareholder
loans in 2009 and 2010, as well as a further aggregate USD
10,675,000 loaned in 2011. As part of the Partial Offer, Jenington
also agreed to underwrite a USD 100 million placing of new
KazakhGold Shares and GDRs, which was completed in July 2010 (the
"Placing"). Jenington now owns 65% of the issued share capital of
KazakhGold.
On 30 June 2010, the Board of KazakhGold announced a proposed
combination of KazakhGold and Polyus Gold, which, if completed,
would have resulted in KazakhGold acquiring all or substantially
all of the issued share capital of Polyus Gold (the "2010 Proposed
Combination"). The 2010 Proposed Combination was terminated on 26
October 2010, following the announcement by the MINT that it was
annulling the prior decisions of the competent authorities in
Kazakhstan granting waivers of the state's pre-emptive right to
acquire KazakhGold securities, including the waivers obtained for
the 2010 Proposed Combination.
On 10 April 2011, KazakhGold and AltynGroup entered into a
Restated and Amended Principal Agreement (the "Amended Principal
Agreement"), providing for the sale of the shares of KazakhGold's
operating subsidiaries in Kazakhstan, Romania and Kyrgyzstan (the
"KazakhGold Operating Subsidiaries"). The Amended Principal
Agreement restates and amends the original Principal Agreement
between the parties, which was entered into on 6 December 2010 and
terminated on 14 March 2011. Under the Amended Principal Agreement,
KazakhGold has agreed to sell the KazakhGold Operating Subsidiaries
for an aggregate consideration of USD 509,000,000 as well as the
provision by the buyer of funds required for KazakhGold to repay
USD 62,044,198.05 in outstanding principal amount of loans advanced
by Jenington, together with accrued interest. The sale, which is
subject to a number of conditions, is to be made in two tranches,
with the sale of 51% of the KazakhGold Operating Subsidiaries to
occur by 12 September 2011 (the "First Tranche Cut-Off Date") and
the sale of the remaining interests to be completed by 31 December
2012 (the "Second Tranche Cut-Off Date").
On 10 April 2011, KazakhGold, Jenington and Kazakhaltyn MMC JSC,
and members of the Assaubayev family, and certain related
companies, also entered into a Settlement Deed which provides for
the settlement and release of all orders, judgments and claims
outstanding between them, without any admission of liability on
either part (the "Settlement Deed"). All the conditions to the
effectiveness of the Settlement Deed, which were required to be
satisfied by 14 May 2011, have been obtained. These included the
obtaining of waivers from the MINT of its pre-emptive rights over
KazakhGold securities in order to permit the Proposed Combination
to proceed and the issuance to KazakhGold of an irrevocable
documentary letter of credit for USD 100,000,000, which is
available for drawdown in certain circumstances, including as
partial payment on completion of the first tranche of the sale of
the shares in the KazakhGold Operating Subsidiaries.
The completion of the sale of the KazakhGold Operating
Subsidiaries remains subject to a number of conditions and may be
terminated by either party in certain circumstances.
THE TRANSACTIONS
On 17 June 2011, the Board of KazakhGold announced a series of
conditional transactions through which KazakhGold intends to
acquire all or substantially all of the entire issued share capital
of Polyus Gold, currently the indirect controlling shareholder of
KazakhGold. The Transactions, if completed, would constitute a
reverse takeover of Polyus Gold and are described more fully
below.
The Polyus Gold Group is an international gold mining company,
the largest gold producer in Russia, according to the Russian Union
of Gold Miners, and one of the world's leading gold producers based
on mineral resources and production volumes. In 2010, the Polyus
Gold Group produced 1.276 million troy ounces of gold (excluding
110 thousand troy ounces of gold produced by KazakhGold's
operations in 2010) or approximately 20% of total Russian gold
production (1.231 million troy ounces in 2009 (excluding 30
thousand ounces of gold produced by KazakhGold's operations during
August to December 2009), representing 19% of Russian gold
production).
The following diagrams (which do not include the subsidiaries of
KazakhGold or Polyus Gold) summarise the effect that consummation
of all of the Transactions would have on KazakhGold and Polyus
Gold, and their respective holders of shares and depositary
receipts.
Diagram 1 - Before the Transactions
Diagram 2 - After the Transactions
Click on, or paste the following link into your web browser, to
view the associated PDF document for diagram 1 and 2.
http://www.rns-pdf.londonstockexchange.com/rns/7678I_1-2011-6-20.pdf
The Private Exchange Offer
Subject to applicable securities laws, the Private Exchange
Offer will be made to all 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 inside the Russian Federation, on the following
basis:
for each Polyus Share : 17.14 Level I GDRs
for each Polyus ADS : 8.57 Level I GDRs
(every two Polyus ADSs represent one Polyus Share)
In determining these Exchange Parties, the Board took into
account, among other things, the relative financial position of
KazakhGold and Polyus Gold, Polyus Gold's operational outlook, and
the consideration payable by AltynGroup for the KazakhGold
Operating Subsidiaries.
The Exchange Ratio was arrived at based on the following assumed
values:
-- each Polyus Share and every two Polyus ADSs of approximately
USD 68.56; and
-- each Level I GDR of approximately USD 4.00.
Based on the above assumed values, the Exchange Ratio implies a
value for the existing issued share capital of Polyus Gold of
approximately USD 13.1 billion.
On 17 June 2011, the Board determined that the Exchange Ratio
was fair from a financial point of view so far as the existing
shareholders of KazakhGold were concerned. In arriving at this
determination, the Board took financial advice from HSBC as
financial adviser to KazakhGold.
The Private Exchange Offer is subject to the terms and
conditions to be set out in the Private Exchange Offer Document and
the Forms of Acceptance, which conditions include those set out
below, each of which may be waived (to the extent any such
condition is capable of being waived) by KazakhGold at any time, in
whole or in part, in its sole discretion:
1. valid acceptances having been received by the Expiration Time
of the Private Exchange Offer with respect to Polyus Securities
representing in the aggregate 30,500,400 Polyus Shares,
representing in aggregate 16% of the issued and outstanding share
capital of Polyus Gold;
2. the Principal Shareholders Option Agreement and Jenington
Option Agreement remaining in full force and effect and the parties
complying with their respective obligations under the Principal
Shareholders Option Agreement and Jenington Option Agreement;
3. the Resolutions to be proposed at the Extraordinary General
Meeting having been duly passed at such meeting;
4. all governmental and regulatory approvals, consents and
waivers necessary to permit KazakhGold and other parties to the
Transactions to consummate the Proposed Combination (or any one or
more of them) having been received in form and substance
satisfactory to KazakhGold and remaining in force and effect,
including the following:
(a) approval of the acquisition by KazakhGold of up to 100% of
Polyus Shares by the Government Commission On Monitoring Foreign
Investment in the Russian Federation confirmed by a written
approval from FAS in accordance with Federal Law No. 57-FZ "On
Procedures for Foreign Investments in Companies of Strategic
Significance for National Defence and Security" dated April 29,
2008 remaining in full force and effect;
(b) written consent to the acquisition by KazakhGold of up to
100% of Polyus Shares from FAS in accordance with Federal Law No.
135-FZ "On Protection of Competition" dated July 26, 2006, as
amended;
(c) approval granted by the MINT pursuant to Articles 36 and 37
of the Subsoil Law of the Republic of Kazakhstan to issuance of the
Company's shares and GDRs in exchange for PG Securities in the RTO
based upon a waiver from the Republic of Kazakhstan, pursuant to
Articles 12 and 13 of the Subsoil Law of the Republic of
Kazakhstan, of the state's pre-emptive right to acquire the Company
shares and GDRs to be issued in the course of the RTO; and
(d) the Level I GDRs to be issued under the Private Exchange
Offer and the Options being admitted to the Standard Listing
segment of the Official List and to trading on the London Stock
Exchange, which, solely for the purposes of the fulfilment of this
condition, shall be deemed to occur following notification that the
application for admission has been approved at the listing hearings
held by the UKLA and the London Stock Exchange, respectively,
subject to receipt of confirmation by the UKLA and London Stock
Exchange of the issuance of the KazakhGold and Rule 144A GDRs being
issued under the Transactions;
5. in KazakhGold's opinion, no event affecting the business,
operations, properties, condition (financial or otherwise), assets,
liabilities or prospects of KazakhGold or Polyus Gold, or their
respective subsidiaries or affiliates, that would or might
prohibit, prevent, restrict or delay consummation of the Private
Exchange Offer (or any other of the Transactions), shall have
occurred; and
6. in KazakhGold's opinion, no action or proceeding shall have
been instituted or threatened that would impair a contemplated
purpose of the Private Exchange Offer (or any other of the
Transactions), and no development shall have occurred that would
materially or adversely affect the business, operations,
properties, condition (financial or otherwise), assets, liabilities
or prospects of KazakhGold or Polyus Gold, or their respective
subsidiaries or affiliates, including, without limitation, the
commencement of war, armed hostilities, terrorist action or any
other international or national calamity.
KazakhGold has received the Kazakh and Russian governmental
approvals of the Transactions referred to in 4(a)to (c) above.
KazakhGold reserves the right in its sole discretion to amend or
extend the Private Exchange Offer or to terminate the Private
Exchange Offer prior to settlement and delivery of the Level I GDRs
to the Exchange Agent for onward delivery to the persons entitled
thereto for any reason, including if any of the conditions are not
satisfied (or, where capable of waiver, waived).
The Principal Shareholders Option Agreement
KazakhGold has entered into the Principal Shareholders Option
Agreement with certain Onexim group entities beneficially owned by
Mr. Mikhail Prokhorov, General Director of Polyus Gold, and certain
Nafta group entities beneficially owed by Mr. Suleiman Kerimov.
Under the Principal Shareholders Option Agreement, such entities
have granted KazakhGold the option, subject to various conditions,
to acquire their entire holdings of Polyus Securities comprising
96,636,443 Polyus Shares and 85,619,611 Polyus ADSs, representing,
in aggregate, 73.2% of the issued and outstanding share capital of
Polyus Gold. Under the Principal Shareholders Option Agreement,
Onexim and Nafta have agreed to receive a portion of the Regulation
S GDRs they would have been entitled to in KazakhGold Shares, as
determined by KazakhGold. The options under the Principal
Shareholders Option Agreement are exercisable during the period
commencing on 14 July 2011 and ending on the date falling thirty
(30) days thereafter or such later date as may be determined
pursuant to the Principal Shareholders Option Agreement in the
event that the Private Exchange Offer is extended. Under the
Principal Shareholders Option Agreement, Onexim has agreed to
receive a portion of the Regulation S GDRs they would otherwise be
entitled to in KazakhGold Shares, as determined by KazakhGold. The
Principal Shareholders Option
Agreement is subject to conditions as to receipt and validity of
governmental and regulatory approvals, the passing of the
resolutions at the Extraordinary General Meeting and receipt of
acceptances in the Private Exchange Offer, as well as compliance by
Nafta and Onexim with their respective obligations relating to the
transfer of their Polyus ADSs under such agreement.
The Jenington Option Agreement
KazakhGold has also entered into the Jenington Option Agreement,
under which Jenington has granted KazakhGold the option to acquire
Jenington's entire holding of 10,776,161 Polyus Shares,
representing, in aggregate, approximately 5.65% of the existing
issued ordinary share capital of Polyus Gold, in exchange for
KazakhGold Shares. The exchange ratio used under the Jenington
Option Agreement to calculate the number of KazakhGold Shares to be
issued to Jenington is the same as the ratio used in the Private
Exchange Offer for the exchange of Polyus Shares for Level I GDRs.
The Option under the Jenington Option Agreement may be exercised
and completed at any time prior to or after the expiration time of
the Private Exchange Offer and the Principal Shareholders Option
Agreement, and, in the absence of waiver by KazakhGold, it is
subject to certain conditions, including the receipt of
governmental and regulatory approvals, the passing of the
resolutions at the Extraordinary General Meeting and the receipt of
acceptances in the Private Exchange Offer.
Other consequences of the Transactions
If the Private Exchange Offer and exercise of the Options are
completed, KazakhGold will acquire more than 30% of the issued and
outstanding share capital of Polyus Gold and will be required under
the Russian Joint Stock Companies Law to make a mandatory tender
offer in cash for all of the outstanding Polyus Shares not then
owned by it. KazakhGold expects to enter into a credit facility in
order to provide a source of funds for the acquisition of Polyus
Securities under the mandatory tender offer. If, following the
mandatory tender offer, KazakhGold will have acquired (in
aggregate) more than 95% of the outstanding Polyus Shares,
KazakhGold would be subject to compulsory acquisition and mandatory
buy-out provisions of Russian law. KazakhGold does not expect to
acquire more than 95% of the outstanding Polyus Shares through the
Transactions and the mandatory tender offer, and thus these
requirements are not expected to arise.
Changes to the Board of KazakhGold following the
Transactions
Following completion of the Transactions, it is expected that a
new board of directors will be constituted. The composition of the
new board of directors is expected to be determined by or shortly
following the completion of the Proposed Combination and will
include members of the current Board, as well as members from the
board of directors of Polyus Gold. It is expected that the board
will include at least three independent directors following
completion of the Proposed Combination. It is expected that the new
directors will be appointed by the current Board, as permitted by
the Company's Articles of Association, for terms expiring at the
Company's next Annual General Meeting in 2012.
Reasons for and benefits of the Proposed Combination
The Board believes that the Combined Group resulting from the
Proposed Combination will provide substantial benefits to
KazakhGold and to holders of KazakhGold Shares and GDRs
including:
Creation of a leading gold producer
The Proposed Combination will create one of the leading gold
producers in the world and the largest pure gold mining company
listed on the London Stock Exchange in terms of gold production and
mineral resources. Based on the 2010 annual results for KazakhGold
and Polyus Gold, the Combined Group had aggregate production of
1,386 thousand ounces in 2010, proven and probable reserves of 81.0
million ounces, and measured, indicated and inferred resources of
125.9 million ounces (adding Polyus Gold reserves and resources as
of January 2011 and KazakhGold reserves and resources as of May
2011, determined in accordance with the JORC Code at such
date).
Strong platform for growth
The Proposed Combination will bring to KazakhGold the high
quality assets of Polyus Gold, including Olimpiada and Natalka, as
well as Polyus Gold's strong exploration and development portfolio.
The Board believes that the Combined Group will have a strong
platform for future growth in Russia and globally.
Improved financial position for KazakhGold
Polyus Gold has funded the development and operations of
KazakhGold through two USD 50 million shareholder loans, as well as
further loans in an aggregate principal amount of USD 10.675
million in 2011 to fund interest payments on the Senior Notes and
other obligations of KazakhGold. As part of the Partial Offer,
Jenington also agreed to underwrite the Placing.
Since completion of the Partial Offer, the KazakhGold Group has
not been able to generate sufficient cash to service its debt, and
has relied on funding supplied by Jenington to support its debt and
other obligations. The KazakhGold Group had a loss in 2010 of USD
57,271,000 (compared to USD 143,739,000 in 2009), and had cash
outflows from operations in 2010 of USD 43,886,000 (compared to USD
48,987,000 in 2009). In the absence of the Proposed Combination,
there can be no assurance that further financial support from
Jenington or Polyus Gold will be forthcoming beyond 30 April 2012.
If the Proposed Combination is completed, KazakhGold will be the
parent company of the Polyus Gold Group, enabling it, and
indirectly the KazakhGold GDR Holders, to benefit from the enlarged
group's operating cash flows and improved liquidity.
Enhanced liquidity and visibility of the Combined Group
The Board believes that, with an enlarged shareholder base and
greater free float in USD terms following completion of the
Proposed Combination, the Combined Group will benefit from enhanced
liquidity in its Level I GDRs, as well as increasing its visibility
in the London equity market, resulting in a more transparent
valuation for the Combined Group going forward.
Improved access to capital markets
Through the Proposed Combination, the Board believes that
KazakhGold will have a more stable financial footing and will have
access to more reliable sources of financing on more beneficial
terms than those presently available to it. Polyus Gold is
currently subject to limitations under Russian law on the aggregate
number of depositary receipts it can have in issue, which restricts
its capability to raise capital in the international equity markets
and the ability of its shareholders to convert common shares into
depositary receipts. The Board expects the internationalisation of
Polyus Gold through the combination with KazakhGold to give the
Combined Group the ability to raise capital through a more direct
access to international capital markets.
Enhanced corporate governance
The new board of KazakhGold is expected to have at least three
independent non-executive directors. As GDR holders of the Combined
Group, existing KazakhGold GDR holders will benefit from enhanced
corporate governance through the appointment of at least two
additional independent non-executive directors, and Polyus
Securityholders will benefit from the appointment of at least one
additional independent non-executive director to the board of
KazakhGold.
Potential to move to a Premium Listing
Following the integration of the KazakhGold and Polyus Gold
groups, the Combined Group will consider applying in due course to
the UKLA for a Premium Listing of its ordinary shares on the London
Stock Exchange, which would allow the Combined Group to seek future
inclusion in key FTSE indices and which, the Board believes, would
lead to re-rating of the Combined Group. Moving to a Premium
Listing will also require enhancement to the corporate governance
of the Company and provide greater rights for minority shareholders
than KazakhGold's Jersey incorporation and Standard Listing
presently affords them. No final determination has been made to
apply for a Premium Listing, and no assurance can be given that
such a listing can be obtained.
Attractive acquisition currency
The Board believes that the Combined Group's London Stock
Exchange listing will provide an attractive acquisition currency
for future expansion and consolidation opportunities within the
gold sector.
Elimination of multiple trading platforms
The completion of the Proposed Combination will result in a
single, London-listed investment opportunity for investors in the
form of KazakhGold depositary receipts with one unified market
capitalisation, eliminating the multiple trading platforms for
investment in Polyus Gold or KazakhGold securities that currently
exist, along with the associated listing costs.
Control position
The Transactions give rise to certain considerations under the
Code. The Code is issued and administered by the Panel. KazakhGold
is a company to which the Code applies and, as such, its
shareholders are entitled to the protections afforded by the Code.
The Code and the Panel operate principally to ensure that
shareholders are treated fairly and are not denied an opportunity
to decide on the merits of a takeover and that shareholders of the
same class are afforded equivalent treatment by an offeror. The
Code also provides an orderly framework in which takeovers are
conducted. In addition it is designed to promote, in conjunction
with other regulatory regimes, the integrity of the financial
markets.
Rule 9 of the Code sets out the circumstances in which, and the
requirements for making, a general offer for shares of a company to
which the Code applies. Under Rule 9 of the Code, any person who
acquires an interest (as defined in the Code) in shares which,
taken together with shares in which he is already interested and in
which persons acting in concert with him are interested, carry 30%
or more of the voting rights of a company which is subject to the
Code, is normally required to make a general offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which, in the aggregate,
carry not less than 30% of the voting rights of such a company but
does not hold shares carrying more than 50% of such voting rights,
a general offer under Rule 9 of the Code will normally be required
if any further interests in shares are acquired by any such
person.
An offer under Rule 9 of the Code must be made in cash and at
the highest price paid by the person required to make the offer, or
any person acting in concert with him, for any interest in shares
of the company during the 12 months prior to the announcement of
the offer.
Nafta and Onexim are the majority shareholders of Polyus Gold,
which in turn is the majority shareholder of KazakhGold through its
indirect wholly-owned subsidiary, Jenington. Following completion
of the Transactions, based on the same exchange ratio as is used in
the Private Exchange Offer and the assumptions set out below, Nafta
will hold 1,219,680,677 Regulation S GDRs, representing
approximately 37.9% of KazakhGold's voting share capital, and
Onexim will hold 1,170,428,021 Regulation S GDRs or KazakhGold
Shares, representing approximately 36.5% of KazakhGold's voting
share capital. The assumptions are that: (i) there is no change in
the issued voting share capital of KazakhGold between the date of
this Circular and the date on which the Level I GDRs, Regulation S
GDRs or KazakhGold Shares, as appropriate, are issued pursuant to
the Principal Shareholders Option Agreement, the Jenington Option
Agreement and the Private Exchange Offer; (ii) KazakhGold's issued
voting share capital increases to 3,217,197,963 (representing
KazakhGold's voting share capital assuming that KazakhGold acquires
16% of the issued share capital of Polyus Gold under the Private
Exchange Offer, and through exercise of both the Principal
Shareholders Option Agreement and the Jenington Option Agreement);
and (iii) the voting rights attached to the new KazakhGold Shares
to be issued to Jenington under the Jenington Option Agreement have
become exercisable following their disposal to third parties.
Nafta and Onexim each control more than 20% of the voting rights
in Polyus Gold, which, through Jenington, controls 65% of the
voting rights in KazakhGold. As a result, under the definition of
"acting in concert" within the Code, Nafta and Onexim are presumed
to be acting in concert with each other for the purposes of the
Code. Furthermore, Nafta and Onexim are cooperating with each other
to consolidate control of KazakhGold and proceed with the
Transactions and have each confirmed to the Panel that they
consider themselves to be acting in concert with each other for the
purposes of the Code with respect to the Transactions.
As a result, and by virtue of Nafta and Onexim's existing
indirect controlling position in KazakhGold through Jenington,
there is no change in the control position with respect to
KazakhGold and, consequently, no general offer under Rule 9 of the
Code is required as a result of the Transactions.
Following completion of the Transactions, while Nafta and Onexim
each will individually be interested in Regulation S GDRs or
KazakhGold GDRs carrying more than 30% of the voting rights of the
enlarged KazakhGold but less than 50% of such voting rights, they
will together hold Regulation S GDRs or KazakhGold Shares carrying,
in aggregate, in excess of 50% of the voting rights of the enlarged
KazakhGold. As a result, Nafta and Onexim, will be free, subject to
Note 4 on Rule 9.1 of the Code, to acquire further interests in
Regulation S GDRs or KazakhGold Shares without incurring any
obligation to make a mandatory offer under Rule 9 of the Code.
Mr. M.D. Prokhorov, who has been Chairman of the board of Polyus
Gold since March 2006, is the ultimate beneficial owner of Onexim,
one of Russia's largest private investment funds, with a focus on
the mining industry, innovative projects in energy and
nanotechnology, real estate and other industries.
Mr. S.A. Kerimov is the ultimate beneficial owner of Nafta,
which is part of a privately-owned group of portfolio investment
companies. Nafta has accomplished a number of sizeable projects in
the mining, metals, telecommunications, real estate and retail
sectors, and the stock market. Its investments include a stake in
PIK Group, one of the leading residential developers in Russia.
To KazakhGold's knowledge, there are no other arrangements the
operation of which may result in a change of control of KazakhGold
and none of KazakhGold's major shareholders have different voting
rights.
Further information
For further information on the Proposed Combination, please
refer to the Prospectus which following its publication will be
made available to be downloaded from KazakhGold's website at:
http://www.kazakhgold.com, and which will be made available at
KazakhGold's principal place of business at 88 Wood Street, London
EC2V 7RS, United Kingdom during working hours on any business day
(Saturday, Sundays and public holidays excepted) before the
Expiration Time.
RESOLUTIONS:
RESOLUTION 1: INCREASE IN AUTHORISED SHARE CAPITAL
It is proposed to increase the authorised share capital of the
Company by the creation of 1,500,000,000 new KazakhGold Shares, in
order to enable the Board to issue the required number of
KazakhGold Shares (including KazakhGold Shares to be issued in the
form of Level I GDRs or Regulation S GDRs) required to complete the
Transactions.
RESOLUTION 2: CHANGE OF NAME
It is proposed to change the name of KazakhGold to "Polyus Gold
International Limited", conditional upon the admission to listing
on the standard segment of the Official List, and to trading on the
regulated part of the International Order Book, of the global
depositary receipts, each representing one ordinary share of the
Company, being issued in connection with the Transactions.
Action to be taken
A Form of Proxy for use by Shareholders in connection with the
Extraordinary General Meeting accompanies this Circular. Whether or
not you intend to be present at the Extraordinary General Meeting,
you are requested to complete and sign the Form of Proxy and return
it to Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES
so as to be received no later than 10.00 a.m. on 12 July 2011.
Unless the Form of Proxy is received by the date and time
mentioned in the instructions, it will be invalid. The completion
and return of the Form of Proxy will not prevent you from attending
the Extraordinary General Meeting and voting in person if you so
wish.
Please note that in accordance with emerging best practice it is
intended that voting at the Extraordinary General Meeting will be
conducted by way of a poll, at the request of the Chairman of the
Extraordinary General Meeting.
Recommendation
Your attention is drawn to the fact that the series of
transactions by which KazakhGold intends to acquire all or
substantially all of the issued share capital of Polyus Gold will
not occur unless the Resolutions are passed at the Extraordinary
General Meeting, notice of which is set out at the end of this
Circular.
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions.
Yours faithfully
Evgeny I. Ivanov Chairman
KazakhGold Group Limited
(the "Company")
(incorporated and registered in Jersey under company number
91264)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an extraordinary general meeting of
the Company will be held at 10.00 a.m. on 14 July 2011 at 88 Wood
Street, London EC2V 7RS, United Kingdom to consider and if thought
fit pass the following resolutions as special resolutions:
1. THAT the Memorandum of Association of the Company be amended
to increase the Company's authorised share capital by the creation
of 1,500,000,000 new ordinary shares and that paragraph 6 of the
Memorandum of Association of the Company be deleted and replaced
with the following paragraph 6:
"The share capital of the Company is GBP360,000 divided into
3,600,000,000 ordinary shares of GBP0.0001 each.".
2. THAT the name of the Company be changed to "Polyus Gold
International Limited", conditional upon the admission to listing
on the standard segment of the Official List of the UKLA, and to
trading on the regulated part of the International Order Book of
the London Stock Exchange, of the global depositary receipts, each
representing one ordinary share of the Company, being issued in
connection with the series of conditional transactions through
which KazakhGold intends to acquire substantially all of the entire
issued share capital of OJSC Polyus Gold.
Dated: 20 June 2011
By order of the Board of KazakhGold:
Computershare Company Secretarial Services (Jersey) Limited
Company Secretary
KazakhGold Group Limited
Registered office:
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING
Only the registered holders of fully paid shares in the capital
of the Company are entitled to attend and vote at the meeting.
Appointment of proxies
1. If you are a member of the Company, you are entitled to
appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the meeting and you should have received a proxy
form with this notice of meeting. You can only appoint a proxy
using the procedures set out in these notes and the notes to the
proxy form.
2. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. Details of how to appoint the
Chairman of the Extraordinary General Meeting or another person as
your proxy using the proxy form are set out in the notes to the
proxy form. If you wish your proxy to speak on your behalf at the
meeting you will need to appoint your own choice of proxy (not the
Chairman) and give your instructions directly to them.
3. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
not appoint more than one proxy to exercise rights attached to any
one share. To appoint more than one proxy, please complete the
requisite number of proxy forms and state clearly on each form how
many shares it relates to. Failure to specify clearly the number of
shares to which the proxy appointment relates, will result in the
appointment being invalid.
4. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the meeting.
Appointment of proxy using hard copy proxy form
5. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
-- completed and signed;
-- sent or delivered to the Company at Queensway House, Hilgrove
Street, St Helier, Jersey JE1 1ES; and
-- received by the Company no later than 10.00 a.m. on 12 July
2011.
In the case of a member which is a company, the proxy form must
be executed under its common seal or duly signed on its behalf by
an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
Appointment of proxy by joint members
6. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, onlythe appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
Changing proxy instructions
7. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form
and would like to change the instructions using another hard-copy
proxy form, please contact the Company.
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
Termination of proxy appointments
8. In order to revoke a proxy instruction you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to the
Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES. In the
case of a member which is a company, the revocation notice must be
executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company. Any power of
attorney or any other authority under which the revocation notice
is signed (or a duly certified copy of such power or authority)
must be included with the revocation notice.
9. The revocation notice must be received by the Company not
less than six hours before the time fixed for holding the relevant
meeting.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified then, subject to
the paragraph directly below, your proxy appointment will remain
valid.
Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will
automatically be terminated.
Appointment of a corporate representative
10. Under the Companies (Jersey) Law 1991, a body corporate may
only appoint one corporate representative. A shareholder which is a
body corporate that wishes to allocate its votes to more than one
person should use the proxy arrangements.
Entitlement to attend and vote
11. Pursuant to the Articles of Association of the Company, the
Company specifies that only those persons specified on the register
of members of the Company at 10.00 a.m. on 12 July 2011 shall be
entitled to attend or vote at the meeting. Changes to the register
of members of the Company after such time shall be disregarded in
determining the rights of any person to attend or vote at the
meeting.
Communication
12. Except as provided above, members who have general queries
about the meeting should use the following means of communication
(no other methods of communication will be accepted): writing to
the Company at Queensway House, Hilgrove Street, St Helier, Jersey
JE1 1ES or calling the Company on + 44 (0) 870 707 4040.
13. You may not use any electronic address provided either: in
this Notice of Extraordinary General Meeting; or any related
documents (including the Chairman's letter and proxy form), to
communicate with the Company for any purposes other than those
expressly stated.
FORM OF PROXY
KazakhGold Group Limited (the 'Company')
Extraordinary General Meeting
BEFORE COMPLETING THIS FORM, PLEASE READ THE EXPLANATORY NOTES
BELOW.
---------------------------------------------------------------
I/We
........................................................................
.............................................
of
........................................................................
........................................................................
........................................................................
.....................................................
(PLEASE INSERT FULL NAME AND ADDRESS IN BLOCK CAPITALS)
being (a) member(s) of the Company, hereby appoint:
........................................................................
.......................................................
of
........................................................................
...............................................
........................................................................
.......................................................
or failing him the Chairman of the Extraordinary General Meeting
(Note 3) as my/our proxy to vote for me/us on my/our behalf in
respect of all the shares/the shares numbered to held by me/us
(Note 4) as directed below at the Extraordinary General Meeting of
the Company to be held at 10.00 a.m. on 14 July 2011 at 88 Wood
Street, London, EC2V 7RS, United Kingdom and at any adjournment of
it. I/We request such proxy to vote on the following resolutions as
we have indicated by marking the appropriate box with an 'X'. If no
indication is given, my/our proxy will vote or abstain from voting
at his or her discretion and I/we authorise my/our proxy to vote as
he or she thinks fit in relation to any other matter which is
properly put before the meeting.
Resolutions For Against Vote Withheld Discretionary
--- ------------------------- ---- -------- -------------- --------------
SPECIAL RESOLUTIONS
--- ------------------------- ---- -------- -------------- --------------
1. THAT the Memorandum of
Association of
KazakhGold be amended to
increase KazakhGold's
authorised share capital
by the creation of
1,500,000,000 new
ordinary shares and that
paragraph 6 of the
Memorandum of
Association of
KazakhGold be deleted
and replaced with the
following paragraph 6:
"The share capital of
the Company is
GBP360,000 divided into
3,600,000,000 ordinary
shares of GBP0.0001
each.".
--- ------------------------- ---- -------- -------------- --------------
2. THAT the name of the
Company be changed to
"Polyus Gold
International Limited",
conditional upon the
admission to listing on
the standard segment of
the Official List of the
UKLA, and to trading on
the regulated part of
the International Order
Book of the London Stock
Exchange, of the global
depositary receipts,
each representing one
ordinary share of the
Company, being issued in
connection with the
series of conditional
transactions through
which KazakhGold intends
to acquire substantially
all of the entire issued
share capital of OJSC
Polyus Gold.
--- ------------------------- ---- -------- -------------- --------------
Names of joint holders (if any)
........................................................................
.......................
Date....................................................................
...........2011
Signed..................................................................
................
Notes to the proxy form:
1. As a member of the Company you are entitled to appoint a
proxy to attend and vote on your behalf at a general meeting of the
Company. You can only appoint a proxy using the procedures set out
in these notes.
2. Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will
automatically be terminated.
3. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. To appoint as your proxy a
person other than the Chairman of the meeting, insert their full
name and address in the box. If you sign and return this proxy form
with no name inserted in the box, the Chairman of the meeting will
be deemed to be your proxy. Where you appoint as your proxy someone
other than the Chairman, you are responsible for ensuring that they
attend the meeting and are aware of your voting intentions. If you
wish your proxy to make any comments on your behalf, you will need
to appoint someone other than the Chairman and give them the
relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
not appoint more than one proxy to exercise rights attached to any
one share. To appoint more than one proxy, please complete a
separate form for each proxy and clearly indicate the shares to
which the appointment relates.
5. To direct your proxy how to vote on the resolutions mark the
appropriate box with an 'X'. To abstain from voting on a
resolution, select the relevant "Vote withheld" box. A vote
withheld is not a vote in law, which means that the vote will not
be counted in the calculation of votes for or against the
resolution. If you either select the "Discretionary" option or if
no voting indication is given, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain
from voting) as he or she thinks fit in relation to any other
matter which is put before the meeting.
6. To appoint a proxy using this form, the form must be:
-- completed and signed;
-- sent or delivered to the Company at Queensway House, Hilgrove
Street, St Helier, Jersey JE1 1ES; and
-- received by the Company no later than 48 hours before the
time fixed for the meeting.
7. In the case of a member that is a company, this proxy form
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney of the company.
8. Any power of attorney or any other authority under which this
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
9. Any alteration made to this form of proxy should be
initialled.
10. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
11. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
12. For details of how to revoke your proxy appointment see the
notes to the notice of the Extraordinary General Meeting.
DEFINITIONS
The following definitions apply throughout this Circular and the
accompanying Form of Proxy unless the context requires
otherwise:
Term Meaning
ADS Form of Acceptance the form of acceptance to be completed
by Polyus ADS Holders holding Polyus
ADSs outside DTC who wish to accept
the Private Exchange Offer
AltynGroup AltynGroup Kazakhstan LLP, a limited
liability partnership controlled by
members of the Assaubayev family
Board the board of directors of KazakhGold
whose names are set out on page 1 of
this Circular
Circular this document dated 20 June 2011
Code The City Code on Takeovers and Mergers
Combined Group the combined group resulting from the
Proposed Combination
Company KazakhGold Group Limited
Depositary The Bank of New York Mellon, in its
capacity as depositary for the Level
I GDRs and KazakhGold GDRs
Directors members of the Board
Eligible Polyus ADS Holders Polyus ADS Holders that are incorporated
and registered, if applicable, and
located outside of the Russian Federation
and other jurisdictions in which the
making and accepting of the Private
Exchange Offer is not permitted by
applicable legislation, and legal entities
incorporated, registered or located
in the Russian Federation, that are
"qualified investors" under the Russian
Securities Market Law
Eligible Polyus Securityholders Eligible Polyus Shareholders and Eligible
Polyus ADS Holders
Eligible Polyus Shareholders Polyus Shareholders that are incorporated
and registered, if applicable, and/or
located outside the Russian Federation and
other jurisdictions in which the making and
accepting the Private Exchange Offer is not
permitted by applicable legislation, and
certain individuals and legal entities
incorporated, registered or located in the
Russian Federation to whom the Private
Exchange Offer document will be addressed
by KazakhGold, that are "qualified
investors" under the Russian Securities
Market Law
Exchange Agent BNY Mellon, acting through BNY Mellon
Shareowner Services, the exchange agent
for the Private Exchange Offer
Exchange Ratio for each Polyus Share: 17.14 KazakhGold
GDRs
for each Polyus ADS*: 8.57 KazakhGold
GDRs
*Every two Polyus ADSs represent one
Polyus Share.
Extraordinary General the extraordinary general meeting of
Meeting KazakhGold to be held at 10.00 a.m.
on 14 July 2011, notice of which is
set out at the end of this Circular
Expiration Time 5:00 p.m., New York time, or 10.00
p.m., London time, on 18 July 2011
(or 01.00 a.m., Moscow time, on 19
July 2011), unless extended, the deadline
for acceptances of the Private Exchange
Offer
FAS the Federal Anti-monopoly Service of
the Russian Federation
Forms of Acceptance the ADS Form of Acceptance and the
Share Form of Acceptance
Form of Proxy the form of proxy accompanying this
Circular for use in connection with
the Extraordinary General Meeting
FSA the Financial Services Authority of
the UK in its capacity as the competent
authority under Part VI of FSMA and
in the exercise of its functions in
respect of admission to the Official
List otherwise than in accordance with
Part VI of FSMA
FSMA the Financial Services and Markets
Act 2000
GDR Deposit Agreement the Deposit Agreement entered into
between KazakhGold and the Depositary
on 30 November 2005, as amended and
restated on 26 July 2006
HSBC HSBC Bank plc
Jenington Jenington International Inc., an indirect
wholly-owned subsidiary of Polyus Gold
Jenington Option Agreement the conditional option agreement between
Jenington and KazakhGold pursuant to
which KazakhGold has the option to
acquire Jenington's entire holding
of 10,776,161 Polyus Shares, representing,
in aggregate, approximately 5.65% of
the existing issued ordinary share
capital of Polyus Gold, in exchange
for KazakhGold Shares, using the same
exchange ratio as is used in the Private
Exchange Offer
KazakhGold KhazakhGold Group Limited
KazakhGold GDRs the global depositary receipts of
KazakhGold, each representing one
KazakhGold Share, including the Level I
GDRs and the Regulation S GDRs
KazakhGold GDR Holders the holders of Level I GDRs
KazakhGold Group KazakhGold and its subsidiaries
KazakhGold Shares ordinary shares of KazakhGold, each
with a nominal value of GBP0.0001
KazakhGold Shareholders the holders of KazakhGold Shares
Level I GDRs Level I Global Depositary Shares, each
representing one KazakhGold Share
London Stock Exchange London Stock Exchange plc
MINT Ministry of Industry and New Technologies
of the Republic of Kazakhstan
Nafta a privately-owned group of companies
under the beneficial ownership of Mr.
Suleiman Kerimov, including Nafta Moskva
(Cyprus) Limited and Wandle Holdings
Limited
Notice of Extraordinary the notice of the Extraordinary General
General Meeting Meeting of KazakhGold set out at the
end of this Circular
Official List the Official List of the UKLA
Onexim a privately-owned group of companies
under the beneficial ownership of Mr.
Mikhail Prokhorov, including Onexim
Holdings Limited and Coverico Holdings
Co. Limited and Bristaco Holdings Co.
Limited
Options each of (i) the options granted by
certain entities under the respective
beneficial ownership of Nafta and Onexim
to KazakhGold to purchase the Polyus
Securities under the Option Agreement
and (ii) the option granted to KazakhGold
under the Jenington Option Agreement
Panel the Panel on Takeovers and Mergers
Partial Offer the recommended partial offer by Jenington
made on of 9 July 2009 to acquire 50.1%
of the issued and to be issued KazakhGold
Shares (including KazakhGold Shares
represented by GDRs) that was declared
wholly unconditional on 14 August 2009
Polyus ADSs the Level I American depositary shares
of Polyus Gold, with two Polyus ADSs
representing one Polyus Share
Polyus ADS Holders the holders of Polyus ADSs
Polyus Gold OJSC Polyus Gold
Polyus Gold Group Polyus Gold and its subsidiaries
Polyus Securities the Polyus Shares and/or Polyus ADSs,
as the case may be
Polyus Securityholders the holders of Polyus Shares or Polyus
ADSs, or both
Polyus Shareholders the holders of Polyus Shares
Polyus Shares the common shares of Polyus Gold, each
with a nominal value of RUB 1.00
Premium Listing a listing of equity shares on the premium
segment of the UKLA's Official List
Principal Shareholders the conditional option agreement between
Option Agreement KazakhGold and certain entities
beneficially owned by each of Nafta and
Onexim, under which such entities have
granted KazakhGold the Options
Principal Shareholders Nafta and Onexim
of Polyus Gold
Private Exchange Offer the conditional private exchange offer
to be made by KazakhGold to acquire
16% of the issued and outstanding share
capital of Polyus Gold from Eligible
Polyus Securityholders, on the terms
and conditions to be set out in the
Private Exchange Offer Document and
the Forms of Acceptance
Private Exchange Offer the Private Exchange Offer document to be
Document sent to Eligible Polyus Securityholders in
connection with the Private Exchange Offer
Proposed Combination the proposed combination of KazakhGold
and Polyus Gold
Prospectus the prospectus to be issued by KazakhGold
in connection with the Private Exchange
Offer and admission of Level I GDRs
and Regulation S/Rule 144A GDRs to
the Official List and to trading on
the regulated part of the International
Order Book
Regulation S GDRs Global depositary receipts outside
the United States under the GDR Deposit
Agreement
Regulatory Information one of the regulatory information services
Service authorised by the UKLA to receive,
process and disseminate regulatory
information in respect of listed companies
Resolutions the three special resolutions set out
in the Notice of Extraordinary General
Meeting
Rule 144A GDRs Global depositary receipts issued inside
the United States under KazakhGold's
GDR Deposit Agreement inside the United
States
Russian Joint Stock Companies the Russian Federal Law No. 208-F2
Law dated 26 December 1995 "On Joint Stock
Companies", as amended
Russian Securities Market the Russian Federal Law No. 39-FZ dated
Law 22 April 1996 "On the Securities Market",
as amended
Share Form of Acceptance the form of acceptance to be completed
by Polyus Shareholders to accept the
Private Exchange Offer
Standard Listing a listing of securities on the standard
segment of the UKLA's Official List
Transactions the series of conditional transactions
through which KazakhGold intends to
acquire all or substantially all of
the entire issued share capital of
Polyus Gold including the Private Exchange
Offer, and the exercise of the Options
under the Principal Shareholders Option
Agreement and the Jenington Option
Agreement
UKLA United Kingdom Listing Authority, a
division of the FSA in its capacity
as a competent authority under Part
VI of FSMA
USD the lawful currency of the United States
This information is provided by RNS
The company news service from the London Stock Exchange
END
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