Polyus announces intention to conduct Offering

IMPORTANT NOTICE: NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Polyus (as defined below) in due course in connection with the proposed admission of Level I American depositary shares and global depositary shares, in each case representing Polyus' ordinary shares, to the Official List of the UK Listing Authority (the "UKLA") and to trading on the Main Market of the London Stock Exchange plc (the "London Stock Exchange") (together, the "Admission"). A copy of the Prospectus will, following its publication, be available at its registered office and on Polyus' website (www.polyus.com), subject to applicable securities laws.

 5 June 2017

Public Joint Stock Company Polyus

("Polyus" or the "Company" and, together with its subsidiaries, the "Group")

Polyus announces intention to conduct Offering on the London Stock Exchange and the Moscow Exchange

Polyus, the 8th largest gold producer globally with the second largest reserve base and the lowest cost position among the top-10 largest gold mining companies globally, today announces its intention to proceed with an offering of ordinary shares of the Company (each, a "Share"), which will include an offering by Polyus Gold International Limited and Polyus Gold plc of existing Shares (which are listed on the Moscow Exchange) and Global Depositary Shares representing such Shares ("GDSs") which will be admitted to trading on the London Stock Exchange (the "Offering"). The Offering base size is expected to comprise 7% of the issued share capital, inclusive of $400 million of primary proceeds with the remainder as secondary. Currently, the free float in the capital of the Company amounts to 6.76%.

Pavel Grachev, Polyus's Chief Executive Officer, said

"Polyus is well placed to build on its position as the lowest cost top-10 gold producer globally with a clear strategy for long term, sustainable growth. 

Polyus has the unique opportunity to deliver on one of the most exciting growth profiles amongst its peers, which is expected to move it from the 8th largest gold producer globally in 2016 to the 4th largest gold producer globally in 2019. Our unique Sukhoi Log deposit, one of the largest assets globally in terms of reserves, will enable the Group to further expand output.

Our focus on operational excellence and prudent cost control has already resulted in the strongest margins in the industry along with a steady 19% ramp-up in production over the last three years.

The Offering, which will further solidify Polyus' public status, will provide investors with the unique opportunity to get exposure to industry-leading shareholder returns and invest in a high quality, lowest cost and rapidly growing gold miner."

Edward Dowling, Polyus's Independent Non-Executive Chairman, said:

"Polyus has an established strong track record of value creation, having surpassed its annual production guidance in each of the last 3 years, delivering a 19% increase in gold production since 2013 to 1,968 thousand ounces in 2016. Looking at our organic growth profile, we are anticipating a further 44% increase in production by 2019.

While the Group wants to provide a compelling economic return to its shareholders, the Group remains firmly committed to maintaining the highest standards of corporate governance and safety standards.

Our asset portfolio of Tier 1 open-pit assets with long mine lives is competitive globally and we are keenly focused on monetizing our unique resource endowment in a disciplined manner.

We have successfully tapped the debt public markets in the past year, having issued two Eurobonds of $500 million and $800 million and we feel now is the right time to develop the exceptional equity story of Polyus."

Following the delisting of Polyus Gold International Limited's shares from the London Stock Exchange in 2015, the Company has become the holding and reporting company of the Group. The Open Subscription and the Offering, if completed, are expected to allow the Company to fully comply with the requirements of the First Level listing on the Moscow Exchange, including the free-float requirement, and to grant the Company access to a broader international investment base.

Overview

The Group is the largest gold mining group in Russia by both production and reserves, according to Metals Focus' Quarterly Gold Mine Cost Service report dated 24 February 2017. The Group is the 8th largest gold company globally in terms of production and is the 2nd largest gold company globally in terms of attributable gold reserves (this estimate does not include Sukhoi Log), based on the latest reserves and resources statements of other gold mining companies.

Since 2007, the Group's gold production has increased at a compound annual growth rate ("CAGR") of 6% to 1,968 thousand ounces in 2016.

The Group is firmly positioned to maintain its place as one of the lowest-cost producers globally with total cash cost per gold ounce sold ("TCC/oz") of $389/oz and average all-in sustaining cost per gold ounce sold ("AISC/oz") of $572/oz in 2016, placing the Group in the first decile of the 2016 global cost curves according to Metals Focus' Quarterly Gold Mine Cost Service report. In addition, the Group is also one of the most profitable miners globally, as indicated by an Adjusted EBITDA margin of 62% in 2016.

Going forward, the Group is aiming to increase production from approximately 2.0 million ounces in 2016 to approximately 2.1 million ounces in 2017, 2.35-2.4 million ounces in 2018 and 2.8 million ounces by 2019, while keeping TCC below $400/oz.

2017 Momentum

The Company announced its 1Q 2017 financial results on 10 May 2017, detailing the significant progress Polyus continues to make. Revenue totalled $609 million compared to $511 million in 1Q 2016 and adjusted EBITDA increased by 16% from $330 million to $383 million, with an adjusted EBITDA margin of 63% in 1Q 2017. Despite the rouble strengthening by 21% y-o-y to the average of 58.8 per $, the Group's TCC and AISC only increased 6% y-o-y to $380/oz and 8% y-o-y to $586/oz, respectively, due to the ongoing implementation of various operational efficiency initiatives. 

The Group also published in the Competent Person Report (CPR) a maiden Mineral Inferred Resources estimate for the Sukhoi Log deposit at 58 million ounces grading 2.0 g/t as classified and reported according to the JORC Code, and anticipates preparing an Ore Reserves estimate by the end of 2019.

Under the Group's new dividend policy, the Board of Directors of Polyus also indicated its intention to recommend paying a dividend in the amount of $354 million (comprising a regular dividend of $254 million for 2H 2016 and a special dividend of $100 million), with the annual general shareholders' meeting to be held on 30 June 2017 and the dividend record date expected between the 10th and 20th of July 2017.

A copy of the CPR, together with an Information Document containing additional information regarding the Group, is available at: www.polyus.com.

Strategy

The Group's strategy is creating value by focusing on growing organically through the execution of expansion projects and the construction and launch of projects at new deposits that the Group owns. By pursuing this strategy, the Group is well positioned to provide investors with access to a company capable of generating industry-leading shareholder returns, while maintaining a commitment to operational excellence and its social and environmental responsibilities. The Group's current corporate strategy focuses on the following aspects:

· Maintain and Expand Extensive Reserve and Resources Base: The Group is operating in the gold-rich CIS region. According to Metals Focus' "Gold Focus 2016" report, the Group successfully operates and develops two of the three largest Russian deposits - Olimpiada and Natalka. With the acquisition of the license for the giant Sukhoi Log deposit, the Group further enhanced its operational profile. The Group's operations are supported by an average mine life of approximately 37 years based on attributable 2016 production volumes (excluding Sukhoi Log).

· Pursue Capital-efficient Growth Opportunities: The Group surpassed its annual production guidance in 2014, 2015 and 2016 by 5% to 1,696 thousand ounces (guidance of 1,580 to 1,650 thousand ounces), 6% to 1,763 thousand ounces (guidance of 1,630 to 1,710 thousand ounces) and 11% to 1,968 thousand ounces (initial guidance range of 1,760 to 1,800 thousand ounces), respectively. Following a 19% increase in gold production from 2013 to 2016, the Group aims to deliver sustainable organic growth by executing an identified set of brownfield development projects. These projects are expected to enable the Group to extract maximum output from its existing assets through targeted expansion and debottlenecking with high internal rate of returns. Additionally, the Group is developing a large-scale greenfield project - Natalka (which is expected to commence operations at the end of 2017) - and is exploring Sukhoi Log and Chertovo Koryto. Polyus expects that eventual development of the Sukhoi Log deposit should significantly enhance its existing production growth profile.

· Preserve Cost Leadership: The Group intends to retain its status as one of the lowest-cost gold producers globally through its disciplined approach to project selection, concentrating on its "Tier 1" assets, which are long-life, large-scale and low-cost assets. The Group also plans to continue implementing operational efficiency initiatives aimed at throughput and recovery rate increase as well as cost reduction.

· Striking balance between shareholder returns and optimal capital structure: The Group has set a dividend policy that is focused on shareholder returns. Under its dividend policy, the Group will pay dividends on a semi-annual basis in an amount of 30% of the EBITDA for the applicable reporting period, provided that the net debt/adjusted EBITDA ratio for the last 12 months based on the consolidated financial statements of the Group is lower than 2.5x. With net debt/adjusted EBITDA ratio at 2.0x as of 31 March 2017 and a robust cash generation profile, the Company believes that the Group is well-positioned to maintain leverage below this threshold.

· Maintain High Standards of Corporate Governance and Corporate Disclosure: The Group is committed to maintaining high standards of corporate governance and disclosure. The Group's board of directors includes three independent non-executive directors, all of whom have extensive experience in large public companies and in the mining industry.

· Maintain Stringent Health and Safety Standards: The Group is committed to the best HSE practices and is continuing implementation of a two-year action plan that commenced in 2015 to ensure full compliance with the ICMM Sustainable Development principles. According to the ICMM website, the Group is the only group in Eastern Europe and one of only three companies from emerging markets that is a member of the ICMM. The Group is committed to implement fully the ICMM Sustainable Development principles. The Group's ultimate goal is to achieve a zero fatality rate.

The Offering

The Offering base size is expected to comprise 7% of the issued share capital, inclusive of $400 million of primary proceeds with the remainder as secondary.

The Offering is expected to comprise a portion of the existing Shares in Polyus held by Polyus Gold International Limited ("PGIL"), the Company's current principal shareholder beneficially owned by Said Kerimov, and by Polyus Gold plc ("Polyus Gold" and, together with PGIL, the "Selling Shareholders"), a PGIL subsidiary.

In connection with the Offering, the Company expects to issue new Shares to be placed through an open subscription under Russian law (the "Open Subscription"). In addition to the exercise of current shareholders' pre-emptive rights, the Company is expected to offer in the Open Subscription certain new Shares, as part of the $400 million of aforementioned primary proceeds, through the facilities of the Moscow Exchange to Russian institutional investors and other investors, and certain new Shares to Polyus Gold.

Additionally, in connection with the Offering, PGIL is expected to loan existing Shares in Polyus to Polyus Gold in order to allow Polyus Gold to sell existing Shares and GDSs in the Offering. Polyus Gold is expected to use all proceeds it receives in the Offering to subscribe for new Shares in the Open Subscription, and Polyus Gold is expected to then deliver the new Shares acquired by it to PGIL.

The Offering is expected to include an offering of Shares in Russia and an offering of existing Shares and GDSs representing such Shares to institutional investors internationally, outside the US in reliance on Regulation S and within the US to certain qualified institutional buyers in reliance on Rule 144A.

The Shares are listed on the First Level quotation list of the Moscow Exchange under the symbol "PLZL". Polyus is applying for admission of the GDSs and its existing Level I American depositary shares representing the Shares to the Official List of the UKLA and to trading on the London Stock Exchange's regulated market for listed securities.

The Company intends to use the proceeds to repay a portion of the Group's outstanding indebtedness; finance the operating activities and development projects of the Group; finance capital expenditure; and for other general corporate purposes of the Group.

PGIL intends to grant the joint bookrunners an over-allotment option to purchase additional securities representing up to 10% of the securities sold in the Offering at the offer price to cover over-allotments, if any, in connection with the Offering.

Following the Offering, the Company and the Selling Shareholders are expected to be subject to a lock-up in respect of Shares in the Company for a period of 180 days.

Goldman Sachs International, J.P. Morgan, Sberbank CIB and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners and BMO Capital Markets, Gazprombank and Morgan Stanley are acting as Joint Bookrunners.

The Offering is subject to the receipt of all relevant registrations and regulatory approvals.

Agreement with Fosun 

On 31 May 2017 PGIL, the Company's current principal shareholder beneficially owned by Said Kerimov, entered into an agreement with a consortium (the "Consortium") led by Fosun International Limited (HKSE:00656) ("Fosun"), to sell 12,561,868 of the ordinary shares in the Company that it currently owns, representing 10 per cent. of the Company's share capital excluding treasury shares (the "Initial Stake"). The consideration for the Initial Stake acquisition values the Company's equity at approximately $9,005 million on a 100% fully-diluted basis (the "Entry Valuation").

As part of the agreement, PGIL also granted the Consortium an option to acquire an additional number of shares to bring its stake in the share capital of the Company up to 15 per cent (including new shares issued in the Open Subscription) of the Company's share capital, exercisable not later than 31 May 2018. The option exercise price represents a 10 per cent. premium to the Entry Valuation, valuing the Company's equity at approximately $9,906 million on a fully-diluted basis.

The agreement also provides for minimum annual dividend payments by the Company to all shareholders for the years 2017-2021 (the "Mandatory Dividends") at the greater of (i) 30% of the full-year EBITDA calculated based on IFRS accounts and (ii) $550 million for each of 2017, 2018 and 2019 and $650 million for each of 2020 and 2021. Dividends will be paid semi-annually.

After 2021, dividends will be paid in line with the Company's existing dividend policy, which provides for payment of dividends in the amount equal to 30% of adjusted EBITDA, subject to the Company's net debt/adjusted EBITDA ratio being lower than 2.5x.

As part of the agreement, PGIL and the Consortium agreed to vote in favour of amending the Company's charter to increase the number of members on the Board of Directors from the current 9 to 11, and to maintain at least 3 independent non-executive directors. Unless there are representatives of other third party shareholders elected to the Board and subject to certain other conditions, the Consortium will be entitled under the agreement to elect two nominees to the Board of Directors, for so long as the Consortium holds at least 10 per cent. of the share capital, and one nominee if the Consortium's holding is between 5 per cent. and 10 per cent.

The agreement provides the Consortium with customary corporate governance and anti-dilution protections, including veto rights over reorganizations, liquidations, reduction of the dividends payable under the Company's dividend policy, related-party transactions and buybacks. There are additional veto rights if dividends are not paid in accordance with the agreement.

The agreement provides for certain restrictions with respect to disposals by the Consortium members of their interest in the Consortium, as well as restrictions with respect to conversions into depositary receipts. In addition, the Consortium agreed to certain voting undertakings and certain restrictions with regard to acquisitions and disposals of Polyus' shares (including in the event of any potential future offering) after completion of the transaction.

The transaction is subject to regulatory approvals and is expected to be completed before end 2017.

Agreement with RDIF 

PGIL, the Company's current principal shareholder beneficially owned by Said Kerimov, has entered into an agreement to sell 354,095 Shares in the Company to the Russian Direct Investment Fund corresponding to 0.28% stake. The purchase price per Share will be the same as payable by the Consortium for the Initial Stake, as described above. The sale is expected to be completed before end 2017, subject to the completion of the sale of the Initial Stake to the Consortium.

Enquiries:

Polyus Enquiries: 

Investor Contact

Victor Drozdov, Director Investor Relations

+7 (495) 641 33 77 drozdovvi@polyus.com 

Media contact

Victoria Vasilyeva, Director Public Relations

+7 (495) 641 33 77 [email protected]

Hudson Sandler

Andrew Hayes, Charlie Jack, Emily Dillon

+44 207 796 4133

Notes to Editors

Key Financial Information

The tables set forth below show certain selected consolidated financial and other information of the Group as of the dates and for the periods indicated below.

Chairman and Independent Directors

Edward Dowling, Independent Director, Chairman

Mr. Edward Dowling is the Chairman of the Board of Directors of Alacer Gold, where he served as President and CEO between 1998 and 2012. In addition, he is also a Board member at Teck Resources Limited, Canada's largest diversified mining company and Detour Gold Corporation, a Canadian intermediate gold mining company. His mining experience spans 30 years and includes holding the positions of Executive Director for Mining and Exploration at De Beers, President and CEO of Meridian Gold Inc., and Executive Vice President for Operations at Cliffs Natural Resources Inc. Mr. Dowling is a former Board member of De Beers Société Anonyme, Victoria Gold Corp, PGIL and Zinco de Brasil Inc. Mr. Dowling graduated from the Pennsylvania State University in 1982 with degrees in mining engineering and mining processing. He obtained his Master's degree and PhD in mineral processing from the same university in 1987 and 1998, respectively.

Kent Potter, Independent Director

Mr. Kent Potter sits on the Board of Eurochem Group AG, the leading mineral fertilizer producer in Russia. From 2013 to 2016 he was also a Board member of SUEK plc, Russia's largest coal producer and exporting company. Prior to these appointments, Mr. Potter spent 27 years with Chevron, during which he held a number of senior management positions. In 2003, Mr. Potter was appointed CFO of TNK-BP. Following TNK-BP, he was appointed Vice President and CFO of LyondellBasell Industries. Mr. Potter was awarded a Bachelor's degree in Engineering and an MBA from the University of California, Berkeley.

William Champion, Independent Director

Mr. William Champion serves on the Board of Compañía de Minas Buenaventura S.A.A., the largest publicly traded precious metals company in Peru. Mr. Champion has over 30 years of experience in mining. From 2002 to 2014, he was at Rio Tinto where he held a number of senior management positions. These included Managing Director of Rio Tinto's Diamonds Business Unit and Managing Director of Rio Tinto Coal Australia. Mr. Champion was awarded a Bachelor of Science in Chemical Engineering from the University of Arizona. 

Important Notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. It is also subject to change. Before subscribing for or purchasing any Shares or GDSs, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The value of the Shares and GDSs and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. The price and value of securities can go down as well as up, and investors may get back less than they invested or nothing at all. Potential investors should consult an independent financial advisor as to the suitability of the securities referred to in this advertisement for the person concerned.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions), Canada, Australia, Japan, South Africa or to any person in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The offer of Shares and GDSs pursuant to the Offering and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Canada, Australia, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to U.S. persons unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive ("Qualified Investors").

This announcement is only addressed to and directed at qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC) ("Qualified Investors") in the United Kingdom who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

This announcement is not, and under no circumstances is to be construed as, a public offer or advertising or an invitation to make offers to sell, purchase, exchange or otherwise transfer or dispose of any securities, including securities of foreign issuers, or other financial instruments in the Russian Federation within the meaning of Russian securities laws or to or for the benefit of any persons or entities resident, incorporated, established or having their usual residence in the Russian Federation, or to or for the benefit of any person located within the territory of the Russian Federation, who, in respect of depositary shares, is not a "qualified investor" within the meaning of Article 51.2 of the Russian Federal Law "On the Securities Market" No. 39-FZ dated 22 April 1996, as amended, and must not be distributed or circulated into the Russian Federation or made available in the Russian Federation, to any persons who are not qualified investors, unless and to the extent the recipients are otherwise permitted to access such information under Russian law. The depositary shares referred to in this announcement have not been registered in Russia or admitted to placement and/or public circulation in the Russian Federation and the information contained in this announcement is not to be made publicly available in the Russian Federation or passed on to third parties in the Russian Federation, unless otherwise permitted under Russian law. The securities are not intended for "offering", "placement" or "circulation" (each as defined in Russian securities laws) in the Russian Federation, except as permitted by Russian law.

The timetable, including the publication of the Prospectus and the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offering and Admission at this stage. This announcement does not constitute a recommendation concerning the Offering.

Goldman Sachs International, J.P. Morgan Securities plc, VTB Capital plc, Morgan Stanley & Co. International plc and BMO Capital Markets Limited are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, JSC Sberbank CIB is authorised and regulated by the Central Bank of Russia, SIB (Cyprus) Limited is authorised and regulated by the Cyprus Securities and Exchange Commission and Bank GPB International S.A. is authorised and regulated by the Commission de Surveillance du Secteur Financier of Luxembourg (each a "Manager" and collectively the "Managers").

The Managers are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its client nor for providing advice in relation to the proposed Offering.

In connection with the Offering, each of the Managers or any of their respective affiliates, acting as investors for their own account(s), may subscribe for or purchase Shares and GDSs and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own accounts in such Shares and GDSs and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus, once published, to the Shares and GDSs being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers or any of their respective affiliates acting as an investor for its or their own account(s). None of the Managers or any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Selling Shareholders, the Company and each of their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, effect transactions with a view to supporting the market price of the Shares and GDSs at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the announcement of the Offer Price and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares and GDSs above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the stabilisation transactions conducted in relation to the Offering.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.

Forward-looking statements

Certain statements contained in this announcement, including any information as to the Company's strategy, plans or future financial or operating performance constitute "forward looking statements". These forward-looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors of the Company concerning, amongst other things, the Company's results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.

By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance and the Company's actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward looking statements contained in this announcement.

In addition, even if the Company's results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.