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Sale by Jenington International Inc

30th Apr 2012 07:00

RNS Number : 3153C
Polyus Gold International Ltd
30 April 2012
 



For immediate release 30 April 2012

 

Polyus Gold International Limited

 

Sale of Ordinary Shares and Level 1 GDRs by Jenington International, Inc. and

Intention to Apply for Admission to the Premium List

 

Polyus Gold International Limited (LSE - PLGL, OTC (US) - PLZLY, PGIL or the "Company"), the largest gold producer in Russia, announces that its indirect, wholly-owned subsidiary, Jenington International Inc. ("Jenington"), has entered into separate agreements to sell, in privately negotiated transactions

 

·; 151,607,496 Ordinary Shares in the Company ("Shares"), representing 5% less one share of the Company's issued share capital, to Chengdong Investment Corporation ("Chengdong") , a wholly-owned subsidiary of CIC International Co., Ltd.; and

 

·; 50,198,271 Shares and 25,153,897 Level 1 Global Depositary Receipts ("GDRs"), representing 2.50% of the Company's issued share capital, to JSC VTB Bank ("VTB").

 

The purchase price for the Shares is equal to USD 2.80 per share, and will result in aggregate gross proceeds received from the two transactions equal to USD 635.5 million. The Company expects that the transactions, which are conditioned on one another and subject to other conditions, will be completed on or about 11 May 2012.

 

The proceeds from the two sale transactions will be used to repay outstanding indebtedness and to finance development projects.

 

The Company also announces its intention to apply for Admission of the entire ordinary share capital of the Company to the premium listing segment of the Official List maintained by the U.K. Listing Authority and to trading on the main market of the London Stock Exchange ("Admission"). The Company plans to seek Admission of the Shares, although there can be no assurance that this will be obtained. The move to the premium listing segment is expected, amongst other things, to raise PGIL's global profile, further improve access to capital, enhance corporate governance standards and improve liquidity. The Company has appointed J.P Morgan Cazenove as Sponsor in connection with Admission.

 

Each of the agreements with Chengdong and VTB contains certain warranties and covenants of the parties, including lock-up agreements of Chengdong and VTB lasting 180 days from the completion date, restrictions on the deposit of Shares by Chengdong and VTB into the Company's Level 1 GDR programme for specified periods and limitations on the acquisition of further Shares or Level 1 GDRs by each of Chengdong and VTB if as a result of the acquisition it will hold more than 5% less one share in the Company's issued share capital, subject in each case to certain exceptions. In addition, the Company has agreed to provide Chengdong and VTB with anti-dilution protections in the period prior to Admission and to carry on its business in the ordinary course and not take certain fundamental actions without Chengdong's or VTB's consent for specified periods.

 

VTB Capital plc is acting as financial advisor to the Company and Jenington in connection with the transactions. Debevoise & Plimpton LLP is acting as legal advisor to the Company and Jenington.

 

German Pikhoya, Chief Executive Officer of Polyus Gold, commented:

 

"It is an honour for the Company to welcome Chengdong, part of CIC International, and VTB as shareholders of PGIL. We take the decision to invest in the Company made by these prominent investment institutions as a vote of confidence in the Polyus Gold International investment case."

 

 

Enquires:

 

Investor contact

Mikhail Seleznev, Director Investor Relations and Capital Markets

+44 (0) 208 528 14 50 [email protected]

 

Media contact

Sergey Lavrinenko, Director Communications

+44 (0) 203 585 35 37 [email protected]

 

Financial Advisor

Alex Metherell, Managing Director, Head of Natural Resources, VTB Capital plc

+ 44 (0) 203 334 80 00 a[email protected]

 

 

General:

 

VTB Capital plc is authorised and regulated in the United Kingdom by the FSA, and is acting exclusively for the Company and Jenington and no-one else in connection with the transactions. It will not regard any other person as its client in relation to such transactions and will not be responsible to anyone other than the Company and Jenington for providing the protections afforded to its clients, nor for providing advice in relation to the transactions, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

J.P. Morgan Securities Ltd. (which operates its UK investment banking activities under the name, J.P. Morgan Cazenove) is authorised and regulated in the United Kingdom by the FSA, and is acting exclusively for the Company and no-one else in connection with the Company's application for Admission. It will not regard any other person as its client in relation to such application and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

None of VTB Capital plc, J.P. Morgan Securities Ltd. or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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