14 Aug 2009 07:00
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
14 August 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
Partial Offer unconditional in all respects
On 9 July 2009, Jenington International Inc. ("Jenington") announced that the offer document (the "Partial Offer Document") containing the full terms and conditions of the recommended partial offer made by Jenington, an indirect wholly-owned subsidiary of OJSC Polyus Gold ("Polyus Gold"), to acquire 50.1 per cent. of the issued and to be issued ordinary share capital of KazakhGold Group Limited ("KazakhGold") (the "Partial Offer"), together with a prospectus, had been published and sent to eligible KazakhGold Shareholders, together with the Form of Acceptance and Form of Direction.
On 30 July 2009, Jenington announced that the Partial Offer had become unconditional as to acceptances and would close to further acceptances at 3:00 p.m. (London time) on 13 August 2009.
Jenington is pleased to announce that the Partial Offer has now closed and that all other conditions of the Partial Offer have now been satisfied or waived. Accordingly, the Partial Offer is hereby declared unconditional in all respects.
Further acceptances
As at 3.00 p.m (London time) on 13 August 2009, valid acceptances had been received in respect of a total of 51,021,452 KazakhGold Shares representing approximately 96.37 per cent. of KazakhGold's existing issued share capital.
The total number of valid acceptances set out above includes acceptances received in respect of 22,141,036 KazakhGold Shares (representing, in aggregate, approximately 41.82 per cent. of the existing issued share capital of KazakhGold) which were subject to irrevocable commitments procured by Jenington from Gold Lion Holdings Limited ("Gold Lion"), David Netherway and Darryl Norton. Neither Jenington, Polyus Gold nor any of its associates have any outstanding irrevocable commitments or letters of intent in respect of KazakhGold Shares.
Save as disclosed in this announcement or in the Partial Offer Document, neither Jenington, Polyus Gold, nor any person acting in concert with Jenington, is interested in or has any rights to subscribe for, any KazakhGold Shares nor does any such person have any short positions (whether conditional or absolute and whether in money or otherwise), including any short position under a derivative or any arrangement in relation to KazakhGold Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of KazakhGold Shares and any borrowing or lending of KazakhGold Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to KazakhGold Shares.
Scale down
As a result of acceptances being received for more than 50.1 per cent. of the KazakhGold Shares to which the Partial Offer relates, excess acceptances will be scaled down pro rata (i) in the case of a KazakhGold Registered Shareholder, to such KazakhGold Registered Shareholder's holding in KazakhGold on the date of the submission of the KazakhGold Registered Shareholder's Form of Acceptance as evidenced by the register of members, or (ii) in the case of a KazakhGold GDR Holder, to such KazakhGold GDR Holder's holding in KazakhGold that has been blocked by the relevant Clearing System, as confirmed by the Clearing System, and which will be deemed to constitute the entire holding of the KazakhGold GDR Holder submitting the Form of Direction, provided that, in the case of those KazakhGold Shareholders who accepted the Partial Offer in excess of 50.1 per cent. of their holding, no acceptance will be reduced to less than 50.1 per cent..
Acceptances of the Partial Offer by KazakhGold Shareholders which are valid in all respects (or are deemed to be valid), will be met in full to the extent they were made in respect of up to 50.1 per cent. of the relevant KazakhGold Shareholders holding of KazakhGold Shares. KazakhGold Shareholders will therefore receive approximately US$7.18 in cash and 0.064 Polyus Gold Shares for each KazakhGold Share tendered up to this level. Acceptances by KazakhGold Shareholders, to the extent they were made in respect of more than 50.1 per cent. of the relevant KazakhGold Shareholder's holding of KazakhGold Shares, have been scaled back pro rata. The excess element of each such acceptance has been scaled back by a proration factor of 0.03884346.
The Tender Agent is in the process of informing the KazakhGold GDR Holders who have accepted the Partial Offer of the number of their accepted KazakhGold GDRs and the number of Polyus Gold Consideration Shares that each such KazakhGold GDR Holder is entitled to receive, and will inform the relevant Clearing Systems to unblock from trading any blocked KazakhGold GDRs not accepted in the Partial Offer.
Settlement
As set out in the Partial Offer Document, settlement for those KazakhGold Shareholders who have validly accepted the Partial Offer, including transfers of the Polyus Gold Consideration Shares (other than the Polyus Gold Consideration Shares in the Share Dealing Facility, as described in the following paragraphs), will be effected by 27 August 2009.
In the case of those KazakhGold Shareholders who do not have an existing Russian securities account for the receipt of the Polyus Gold Consideration Shares not subject to the Buyback, who did not set up such an account prior to the deadline for submitting their Form of Acceptance or Form of Direction, as applicable, or who failed to provide full and correct details of such account in their Form of Acceptance or Form of Direction, as applicable, Jenington will hold the relevant Polyus Gold Consideration Shares for a period of two months from 13 August 2009. During such two-month period, KazakhGold Shareholders may elect to set up a Russian securities account for the receipt of the Polyus Gold Consideration Shares not subject to the Buyback and (or) provide full and correct details of their Russian securities account to Jenington and, upon submitting a notification, including the full and correct details of such Russian securities account, 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, Jenington will transfer such Polyus Gold Consideration Shares to such account provided that the hard copy original is received by no later than 3.00 p.m. (London time) on the final day of such two-month period. The form of notification on Russian securities account details referred to above will be placed on Polyus Gold's website at: http://www.polyusgold.com/eng/checkednews/.
Jenington will, within 30 days of the expiration of the two-month period referred to in the preceding paragraph, sell, in one or more open market transactions, the Polyus Gold Consideration Shares not subject to the Buyback and distribute pro rata to the KazakhGold Shareholders entitled thereto the U.S. Dollar cash proceeds of such sale(s), net of costs and fees associated with selling such Polyus Gold Consideration Shares (including any fees charged by Russian brokers/stock exchange(s) and any foreign currency conversion fees but not including any stamp duty or equivalent taxes which, if applicable, will be paid by Jenington). Individual entitlements to net amounts of less than US$7.00 will be for the benefit of KazakhGold.
Jenington is under no obligation to verify the completeness or accuracy of the details of the Russian securities accounts provided to it and will not notify KazakhGold Shareholders should it not be able to deliver the Polyus Gold Consideration Shares not subject to the Buyback. Any Polyus Gold Consideration Shares not subject to the Buyback that Jenington is unable to deliver will be sold, and the proceeds of such sale(s) distributed as described in the preceding paragraph. There can be no assurance as to the amount of proceeds, if any, Jenington will realise from the sale of the Polyus Gold Consideration Shares not subject to the Buyback.
Terms used in this announcement and not otherwise defined herein shall have the meaning given to them in the Partial Offer Document.
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 |
HSBC Bank plc (financial adviser to Jenington and Polyus Gold)
| Jan Sanders | Tel: +44 (0) 20 7991 8888 |
| Sergei Chinkis |
|
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.
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.
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.