9 Jul 2009 18:23
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in, into or from Australia, Canada and Japan or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
9 July 2009
Recommended Partial Offer
by
Jenington International Inc.
an indirect wholly-owned subsidiary of
OJSC Polyus Gold
to acquire 50.1 per cent. of the issued and to be issued share capital of
KazakhGold Group Limited
Publication of Documents
Further to the announcement made on 12 June 2009, that OJSC Polyus Gold ("Polyus Gold") and KazakhGold Group Limited ("KazakhGold") had agreed the terms of a recommended partial offer to be made by Jenington International Inc ("Jenington"), an indirect wholly-owned subsidiary of Polyus Gold, to acquire 50.1 per cent. of the issued and to be issued ordinary share capital of KazakhGold (the "Partial Offer"), Jenington announces that the offer document (the "Partial Offer Document") containing the full terms and conditions of the Partial Offer made by Jenington has today been published and sent to eligible KazakhGold Shareholders, together with the Form of Acceptance and Form of Direction.
Prospectus
The UK Listing Authority has today approved a prospectus (the "Prospectus") in relation to the Partial Offer. The Prospectus has today been published and sent to eligible KazakhGold Shareholders. The Prospectus provides KazakhGold Shareholders with information about Polyus Gold and the Polyus Gold Consideration Shares. A copy of the Prospectus will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at 25 The North Colonnade, Canary Wharf, London E14 5HS.
Copies of the Partial Offer Document, Form of Acceptance, Form of Direction and Prospectus are available for inspection at the Offices of Debevoise & Plimpton LLP, Tower 42, 25 Old Broad Street, London EC2N 1HQ during normal business hours until the Partial Offer closes.
The Partial Offer Document and the Prospectus are also available on the Polyus Gold website at www.polyusgold.com and on the KazakhGold website at www.kazakhgold.com.
Key terms of the Partial Offer
The Partial Offer is made on the following basis:
| for each KazakhGold Share | 0.423 Polyus Gold Consideration Shares |
By accepting the terms of the Partial Offer, KazakhGold Shareholders will instruct Jenington, directly or indirectly, to transfer 84.86 per cent. of the Polyus Gold Consideration Shares which they would otherwise receive to Partial Offer Nominee Limited ("PONL") for purchase by Jenington for cash at a price of U.S.$20.00 per Polyus Gold Consideration Share, on the terms and conditions of the Buyback SPA. Accordingly, under the terms of the Partial Offer including the Buyback, KazakhGold Shareholders will be entitled to receive approximately:
| for each KazakhGold Share | US$7.18 in cash and 0.064 Polyus Gold Consideration Shares |
Timetable
The First Closing Date of the Partial Offer will be 30 July 2009. KazakhGold Shareholders are strongly encouraged, but not required, to accept the Partial Offer ahead of this date.
Summary of Acceptance/Participation procedure
1 KazakhGold Registered Shareholders
To accept the Partial Offer you must submit the completed and duly executed hard copy original of the Form of Acceptance, together with the original share certificate(s) and/or other documents of title, to the Receiving Agent at the following address: Computershare Investor Services (Jersey) Limited, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW, Channel Islands, by post or by hand, as soon as possible and, in any event, so as to be received by no later than 3.00 p.m. (London time) on the Closing Date.
If you are a KazakhGold Registered Shareholder and you are in any doubt as to the procedure for participating in the Partial Offer, please contact the Receiving Agent on 00800 1020 1060 (from Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland and the UK), +1 866 201 4445 (from the United States) or +44 (0) 117 378 6015 (from any other country) or at kazakhgoldoffer@computershare.com.
2 KazakhGold GDR Holders
A certification request as to confirmation of status for U.S. securities law purposes and eligibility to participate in the Partial Offer has been forwarded to the KazakhGold GDR Holders via the Clearing Systems. KazakhGold GDR Holders wishing to participate in the Partial Offer must first complete and return to The Bank of New York Mellon, as Tender Agent for the Partial Offer, the certification forwarded to them via the Clearing Systems at either of the following e-mail addresses: kazakhgoldoffer@bnymellon.com or eventsadmin@bnymellon.com.
To accept the Partial Offer, you must: (i) first instruct the relevant Clearing System to block your entire holding of KazakhGold GDRs; and then (ii) complete, duly execute and return the Form of Direction to The Bank of New York Mellon at either of the following e-mail addresses: kazakhgoldoffer@bnymellon.com or eventsadmin@bnymellon.com, with a copy to the Receiving Agent at the following e-mail address: kazakhgoldoffer@computershare.com, to be followed by the completed and duly executed hard copy original of the Form of Direction to The Bank of New York Mellon, at the following address: The Bank of New York Mellon (Attn: Events Administration), Floor 40, One Canada Square, London E14 5AL, United Kingdom.
In order for a Form of Direction to constitute a valid direction to accept the Partial Offer, the completed and duly executed hard copy original of the Form of Direction must be received by The Bank of New York Mellon by no later than 3.00 p.m. (London time) one business day prior to the Closing Date.
When issuing a blocking instruction to the relevant Clearing System, you must instruct the Clearing System to carry out the blocking instruction immediately upon the receipt thereof. Any delay in the confirmation of completion of the blocking instruction may risk your ability to participate in the Partial Offer. If you are an intermediary, you will need to issue a blocking instruction for the KazakhGold GDRs held by you or on behalf of a KazakhGold GDR Holder participating in the Partial Offer. KazakhGold GDR Holders are advised to check with the Clearing System through which they hold the KazakhGold GDRs the cut-off date for the issuance of the blocking instruction, which may be earlier than one business day prior to the Closing Date.
If you are a KazakhGold GDR Holder and you are in any doubt as to the procedure for participating in the Partial Offer as a KazakhGold GDR Holder, please contact The Bank of New York Mellon, as Tender Agent for the Partial Offer, at kazakhgoldoffer@bnymellon.com or eventsadmin@bnymellon.com or on +44 (0) 207 964 4958.
Full details of all acceptance and participation procedures are set out in the Partial Offer Document.
Terms used in this announcement shall have the meaning given to them in the Partial Offer Document and Prospectus.
The Polyus Gold Directors accept responsibility for the information contained in this announcement, other than that relating to KazakhGold. To the best of the knowledge and belief of the Polyus Gold Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Enquiries
For further information, contact:
Polyus Gold
| Alexey V. Chernushkin | Tel: +7 (495) 785 4031 |
| Anton A. Arens | Tel: +7 (495) 641 3365 |
| Evguenia V. Buydina | Tel: +7 (495) 641 3377 |
KazakhGold
| Sanzhar Assaubayev | Tel: +44 (0) 20 3178 7105 |
| Bekbolat Sagyndyk |
|
HSBC Bank plc (financial adviser to Jenington and Polyus Gold)
| Jan Sanders | Tel: +44 (0) 20 7991 8888 |
| Sergei Chinkis |
|
Canaccord Adams Limited (financial adviser to KazakhGold)
| Mike Jones | Tel: +44 (0) 20 7050 6500 |
| Rory O'Sullivan |
|
| Henry Fitzgerald-O'Connor |
|
HSBC Bank plc, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Jenington and Polyus Gold and no one else in relation to the Partial Offer and will not be responsible to anyone other than Jenington and Polyus Gold for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in relation to the Partial Offer or any other matters referred to in this announcement or any transaction, arrangement or matter referenced herein.
Canaccord Adams Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for KazakhGold and no one else in relation to the Partial Offer and will not be responsible to anyone other than KazakhGold for providing the protections afforded to clients of Canaccord Adams Limited nor for providing advice in relation to the Partial Offer or any other matters referred to in this announcement or any transaction, arrangement or matter referenced herein.
This announcement is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of any applicable law. The Partial Offer is made solely by means of the Partial Offer Document, the Form of Acceptance and Form of Direction, as applicable, accompanying the Partial Offer Document, and KazakhGold Shareholders should not accept the Partial Offer except on the basis of the information contained in such documents and in the Prospectus.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Further, the laws of the relevant jurisdictions may affect the availability of the Partial Offer to persons not resident in Jersey, the United Kingdom or the Russian Federation. Persons who are not resident in Jersey, the United Kingdom, the Russian Federation or who are subject to the laws of any jurisdiction other than Jersey, the United Kingdom or the Russian Federation should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders are contained in the Partial Offer Document.
This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
The Partial Offer is subject to the laws of England. It is important for U.S. securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in England that are different from those in the United States. In addition, U.S. securities holders should be aware that this document has been prepared in accordance with English format and style, which differs from the U.S. format and style. In particular the financial information of Polyus Gold included herein has been prepared in accordance with International Financial Reporting Standards, and thus may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with, generally accepted accounting, principles in the United States.
As applicable, Jenington will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Jenington intends, however, to treat the Partial Offer as one to which the ''Tier II exemption'' described in Rule 14d-1(d) under the Exchange Act is applicable.
The Polyus Gold Shares have been registered in the Russian Federation and 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, or under the relevant securities laws of Canada, Australia, Japan or any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Polyus Gold does not plan to make a public offering of securities in the United States. Accordingly, unless an exemption under such relevant laws is available, Polyus Gold Shares may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from Canada, Australia or Japan or, subject to certain exceptions, the United States, or any other jurisdiction in which an offer of Polyus Gold Shares would constitute a violation of relevant laws or require registration thereof, or to or for the account or benefit of any person resident in Canada, Australia or Japan or, subject to certain exceptions, the United States, or any other such jurisdiction.
It may be difficult to enforce any rights and any claim arising under the U.S. federal securities laws since Polyus Gold and KazakhGold are located in non-U.S. jurisdictions and some or all of their officers and directors may be residents of non-U.S. jurisdictions. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.