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7 Jan 2009 10:21
07 January 2009 - KazakhGold Group Limited (the "Issuer") announced today that, in relation to the Proposed Partial Offer being made by Jenington International Inc., the Issuer has commenced a consent solicitation in respect of its U.S.$200,000,000 9.375 per cent. Senior Notes due 2013 (the "Notes"). The final voting deadline for submission of electronic voting instructions is 3:00 p.m. (London time) on 29 January 2009.
The purpose of the consent solicitation is to obtain the consent of Noteholders (1) to modify the Trust Deed and the Conditions in order to (i) allow the accession of OJSC Polyus Gold (the "New Guarantor") as an additional, limited liability Guarantor of the Notes (subject to necessary corporate approval to be obtained by OJSC Polyus Gold), and (ii) permit the New Guarantor or any of its subsidiaries to provide a Credit Facility of up to U.S.$50 million to the Issuer following completion of the Proposed Partial Offer, and (2) to waive (i) Condition 3.7(a)(3) and Condition 3.7(a)(4) in relation to the provision of the Credit Facility referred to in (1)(ii) above, (ii) the right of the Noteholders, pursuant to Condition 5(e) of the Notes, upon the occurrence of a Change of Control as contemplated by the Proposed Partial Offer to require the Issuer to repurchase their Notes at a purchase price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest to the date of purchase (the "Repurchase Right"), (iii) the obligation on the Issuer to provide notice of the Repurchase Right to Noteholders within 30 days following the Change of Control referred to in (i) above (the "Change of Control Offer"), and (iv) the right of the Noteholders, pursuant to Condition 8.1(b)(2) of the Notes, to request or direct the Trustee to deliver an Enforcement Notice (as defined in the Conditions) following the occurrence of the Change of Control contemplated by the Proposed Partial Offer to the Issuer and JSC Kazakhaltyn MMC as Borrower, accelerating the Notes (the "Right of Enforcement"). The proposed amendments are described in more detail in the Consent Solicitation Statement dated 6 January 2009.
If all of the conditions to the Consent Solicitation Statement have been satisfied or waived including that the Extraordinary Resolution is passed, corporate approval is obtained by the New Guarantor to allow its accession as an additional Guarantor of the Notes and the Proposed Partial Offer is successfully completed, the Issuer will pay a consent fee of U.S.$50.00 for each U.S.$1,000 in principal amount of the Notes held by Noteholders who vote in favour of the Extraordinary Resolution. To be passed, the Extraordinary Resolution requires a majority voting in favour consisting of not less than threeߛquarters of the votes cast at a duly convened and quorate Meeting. Contingent upon the completion of the Proposed Partial Offer and the obtaining of the necessary corporate approval to permit the accession of the New Guarantor as an additional Guarantor of the Notes, if passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at the Meeting and whether or not voting. The Meeting will be held at 3:00 p.m. (London time) on 2 February 2009 at the offices of Withers LLP at 16 Old Bailey, London EC4M 7EG, United Kingdom. Voting can take place by Electronic Voting Instruction via the Clearing Systems or by attending the Meeting and producing a Note or a valid Form of Proxy.
The Issuer has retained HSBC Bank plc ("HSBC") to act as sole Solicitation Agent and Lucid Issuer Services Limited to act as Tabulation Agent ("Lucid"). Copies of the Consent Solicitation Statement can be obtained from either agent. Requests for information in relation to this consent solicitation and the Proposals should be directed to HSBC by phone at +44 20 7991 5880 (London) / +1 212 525 5552 (New York) or via email at kazakhgold-consent@hsbcib.com. Requests for information in relation to the procedures for voting in the Meeting should be directed to Sunjeeve Patel from Lucid at +44 20 7704 0880 or by e-mail to: kzg@lucid-is.com.
This press release is not a solicitation of consents nor shall it be deemed a solicitation of consents with respect to any securities. The consent solicitation will be made solely by the Consent Solicitation Statement dated 6 January 2009.
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