30th Dec 2008 09:04
Press Release
|
December 30, 2008 |
Moscow |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER RESTRICTED JURISDICTION
Decision of the Board of Directors of OJSC Polyus Gold
OJSC Polyus Gold (RTS, MICEX and LSE - PLZL) ("Polyus Gold" or the "Company") notes the announcement made by KazakhGold Group Limited ("KazakhGold") on December 29, 2008, and hereby announces that the Board of Directors of the Company has considered the revised terms of the transaction for the acquisition of shares in KazakhGold, which were amended based on the understanding reached in the course of negotiations with KazakhGold, and resolved on December 29, 2008 by absentee voting to approve the possible acquisition by Jenington International Inc., a company within the group of companies of Polyus Gold, by way of partial offer in accordance with The City Code on Takeovers and Mergers (the "Partial Offer") of 50.1% of the issued and to be issued share capital (including shares represented by GDRs) of KazakhGold, with the consideration to be paid in ordinary registered shares of Polyus Gold in the ratio of 0.423 ordinary registered shares of Polyus Gold for each share (including shares represented by GDRs) of KazakhGold.
The Board has also approved in principle the underwriting by one or a number of companies within the Polyus Gold group of equity capital raising by KazakhGold in the amount of approximately US$100 million, such underwriting to be effected following completion of the Partial Offer.
The Board has further noted that as of the date of the Board resolution a binding Partial Offer has not been made nor any binding agreements relating, among other things, to the underwriting of equity capital raising by KazakhGold have been executed by any company within the group of companies of Polyus Gold. Approval of making of a binding Partial Offer and entry into any binding agreements with respect to the transaction shall be subject to further consideration and a further resolution by the Board.
Polyus Gold is the largest gold producer in Russia, which is among the largest world producers in terms of resources base and production. Polyus Gold's hard rock and alluvial deposits are located in Krasnoyarsk, Irkutsk, Magadan, Amur regions and the Republic of Sakha (Yakutia). The company produced 1.2 m oz of gold in 2007.
For further information please contact:Anton A. ArensPR DirectorElena D. EvstigneevaPress manager +7 (495) 641-3365 +7 (495) 544-5496[email protected] Alexey V. Chernushkin, Director, CM and IR Evguenia V.Buydina, IR manager+7 (495) 641-3377 +7 (495) 785-4031
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of The City Code on Takeovers and Mergers (the "Code"). Accordingly, there can be no certainty that an offer will ultimately be made and no certainty as to whether any offer will be made on the terms described herein.
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 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.
The Polyus Gold ordinary shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or district of the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Polyus Gold does not plan to make a public offering of securities in the United States.
The proposed Partial Offer, if it is made, will not be made, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or any other such jurisdiction.
Neither this announcement nor any information contained herein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement of the securities in Russia. KazakhGold shares and KazakhGold GDRs have not been and will not be registered in Russia and are not intended for "placement" or "public circulation" in Russia. Polyus Gold ordinary shares have not been and will not be registered outside Russia and are not intended for "placement" or "public circulation" outside Russia as each term defined under Russian securities laws.
Forward Looking Statements
This announcement, including information included or incorporated by reference in this announcement, may contain "forwardߛlooking statements" concerning Jenington International Inc., Polyus Gold or KazakhGold. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forwardߛlooking statements. The forwardߛlooking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of Jenington International Inc., Polyus Gold and KazakhGold assumes no obligation and does not intend to update these forwardߛlooking statements, except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of KazakhGold or Polyus Gold, all 'dealings' in any 'relevant securities' of KazakhGold or Polyus Gold by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel on Takeovers and Mergers ('Panel') by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer for KazakhGold becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of KazakhGold, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of KazakhGold or Polyus Gold, by KazakhGold or Polyus Gold, or by any of their respective 'associates', must also be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.
If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013).
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