14 Nov 2011 10:58
FOR IMMEDIATE RELEASE 14 NOVEMBER 2011
Further to the announcement made by Polyus Gold International Limited ("PGIL" or the "Company") on 10 November 2011 with respect to the result of acceptances under the mandatory tender offer for shares of OJSC Polyus Gold (the "Mandatory Offer"), PGIL clarifies that, as previously disclosed, Jenington International Inc. ("Jenington"), an indirect subsidiary of PGIL and a 100% subsidiary of CJSC Polyus, holds 8,995,859 American depositary receipts, representing rights to approximately 2.36% of the issued and outstanding ordinary registered shares of OJSC Polyus Gold with a nominal value 1.00 Russian ruble per share (the "Shares") of OJSC Polyus Gold. Assuming that all Shares tendered pursuant to the Mandatory Offer are properly transferred to PGIL, PGIL will hold a total of 177,289,549 Shares, representing approximately 93.00% of the issued and outstanding Shares of OJSC Polyus Gold, which, together with the American depositary receipts held by Jenington, would represent approximately 95.36% of the issued and outstanding share capital of OJSC Polyus Gold.
Enquiries:
Polyus Gold International Limited Alexey V. Chernushkin, Director, Capital Markets and IR | +44 (0) 208 528 1450 |
Evguenia V. Buydina, IR manager | |
Anton A. Arens, PR Director | +44 (0) 208 528 1450 +44 (0) 208 528 1020 |
General
Neither this announcement nor the information contained therein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities or other financial instruments of a foreign issuer in the Russian Federation or to or for the benefit of any person in Russia, and does not constitute and is not purported to constitute an advertisement, placement and/or public circulation of any securities or other financial instruments of a foreign issuer in Russia.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Shares (as defined above). The terms and conditions of the Mandatory Offer (as defined above) are contained solely in the MTO Document. This notice is addressed exclusively to the holders of Shares (as defined above) and does not constitute an offer ("oferta") or a solicitation of an offer ("predlozhenie delat oferti") under 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.
The Mandatory Offer is not being made to securityholders of securities in any jurisdiction in which the making or acceptance of offers to sell securities would not be in compliance with the laws of that jurisdiction. This announcement is not and will not be made to securityholders in any jurisdiction where it would be illegal to do so.
Notice to U.S. investors
This Mandatory Offer is made for the securities of a foreign company. The Mandatory Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the Mandatory Offer, such as in open market or privately negotiated purchases in accordance with applicable rules and regulations.
Forward looking statements
This announcement, including any information included or incorporated by reference, may contain "forward-looking statements" concerning Polyus Gold International Limited and OJSC Polyus Gold. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Polyus Gold International Limited and OJSC Polyus Gold operations; and (iii) the effects of government regulation on Polyus Gold International Limited and OJSC Polyus Gold's businesses. 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 Polyus Gold International Limited and OJSC Polyus Gold assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.