1 Oct 2008 07:00
Not for release, publication or distribution in whole or in part in, into or from the US, Canada, Australia or Japan
For immediate releaseMoscow, October 1, 2008
Polyus Gold announces decisions taken by Board of Directors on September 30 meeting
OJSC Polyus Gold (RTS, MICEX and LSE - PLZL), Russia's leading gold producer, yesterday held a meeting of the Board of Directors of the company. The agenda of the meeting included the following items: the participation of General Director of Polyus Gold, Evgueni Ivanov, in the forum on social and economic development of Magadan region; international projects of the company; amendments to the company's consolidated budget to be made in relation to a possible buy-back of Polyus Gold shares; and the calling of an Extraordinary General Shareholders Meeting ("EGM") of Polyus Gold.
On the first item of the agenda, the Board discussed, and gave its approval to, the initiatives suggested by the management aimed at ensuring timely development of the Natalka deposit.
The Board also approved in principle the potential acquisition by an indirect, wholly owned subsidiary of 50.1% of the issued and to be issued share capital of KazakhGold Group Limited ("KazakhGold") for consideration in the form of cash and shares at a price of US$7.95 in cash and 0.298 Polyus Gold ordinary shares for each KazakhGold share. The acquisition, if made, would be effected by way of a partial offer (the "Possible Partial Offer"). There can be no certainty that any partial offer for shares in KazakhGold will be made. The final announcement of the Possible Partial Offer would be subject to certain previously announced pre-conditions, including the approval of the structure of the Possible Partial Offer by the UK Panel on Takeovers and Mergers and certain other conditions and regulatory approvals. Polyus Gold reserves the right to waive, in whole or in part, any of the pre-conditions at its sole discretion.
The Board further decided not to carry out at this time a possible buy-back of Polyus Gold shares.
In addition to these matters, the Board approved the convening of an Extraordinary General Meeting of shareholders of Polyus Gold on November 10, 2008.
The EGM agenda will consist of two items: first, the compensation and expense reimbursement of the independent directors of Polyus Gold; and second, the participation of Polyus Gold in a Non-Governmental Organization, namely, the All-Russia Inter-sector Union of Employers-Producers of Nickel and Precious Metals.
The Board approved a report, prepared for the EGM, in accordance with which members of the Board who are considered independent in accordance with the requirements of Clause 6.2.8 of the Polyus Gold Charter shall receive, commencing from the date of their election as Member of the Board of Polyus Gold until the date on which their duties terminate, quarterly compensation in the amount of RUR937 500, together with reimbursement of expenses incurred in relation to the execution of their duties as Board members (up to a maximum amount of RUR2 million per person).
The Board further decided that in case an independent director is elected Chairman of the Audit Committee of the Board of Polyus Gold (currently the committee is chaired by Valery Braiko) or Chairman of the Remuneration Committee of the Board (currently the committee is chaired by Robert Buchan), the independent director shall be paid an additional quarterly bonus in the amount of RUR468 750, commencing from the day of the director's election until the day when the director's duties as Committee Chairman terminates.
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Polyus Gold is the largest gold producer in Russia. Headquartered in Moscow, Polyus Gold's operating mines and development/exploration projects are located in five major gold mining regions of Russia - 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
For investors:
Alexey V. Chernushkin, Director, CM and IR
Evguenia V.Buydina, IR manager
+7(495) 641-3377
+7(495) 785-4031
ir@polyusgold.com
For press:
Victoria V. Vergelskaya, PR Director Elena D. Evstigneeva, Media Relations +7 (495) 641-3365 +7 (495) 544-5496
pr@polyusgold.com
This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction.
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK 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 Possible Partial Offer, if it is made, will not be made, directly or indirectly, in or into the US, 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 the Possible Partial Offer described herein nor any information contained herein constitute an offer ("oferta") pursuant to Russian law, or an advertisement, or an offer of securities to an unlimited number of persons within or outside the territory of the Russian Federation, or organisation of circulation of Russian securities outside of the Russian Federation.
Dealing disclosure requirements:
Under the provisions of Rule 8.3 of the Takeover Code (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 by any of it's 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).