16 Feb 2010 07:50
Placing Update And Shareholder Loan
16 February 2010
KazakhGold Group Limited ("KazakhGold" or the "Company") today announces that it has agreed with Jenington International Inc. ("Jenington"), the Company's direct controlling shareholder and a wholly owned subsidiary of OJSC Polyus Gold, to extend Jenington's obligation to underwrite the planned US$100 million placing of new ordinary shares of KazakhGold and global depositary receipts ("GDRs") representing those shares (the "Placing") until 1 May 2010. Such extension is required in order to allow time for the Company to obtain necessary Kazakh regulatory approvals in connection with the Placing.
The Company further announces that it has entered into a US$50 million loan agreement with Jenington (the "Loan Agreement") in order to provide the Company with funds for working capital purposes until the completion of Placing. The loan is expected to be repaid by the Company from the proceeds of the Placing. The Loan Agreement, which is not contractually subordinated to the Company's obligations under its US$200 million 9.375% Senior Notes due 2013 (the "Senior Notes"), provides for a right of the Company to convert all or any part of the loan amount into Company's shares or GDRs at a price per share or GDR equal to the average of the closing prices of the Company's GDRs on the London Stock Exchange for the period of 20 trading days immediately preceding the date of the conversion notice.
For further information please contact:
Alexey V. Chernushkin, Director, capital markets and IR Evguenia V.Buydina, IR manager +7 (495) 641-3377 +7 (495) 785-4031 ir@polyusgold.com
Anton A. Arens, PR Director +7 (495) 641-3365 +7 (495) 544-5496 pr@polyusgold.com
This announcement does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada or Japan.
The offer and sale of the Shares and the GDRs has not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction in the US and the Shares and the GDRs may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.
This announcement is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, (i) Qualified Investors who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) Qualified Investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.
This announcement contains certain "forward-looking statements". In particular, the words "expects", "anticipates", "plans", "intends", "estimates", "may", "should", "believes" and similar expressions can be used to identify forward-looking statements. Certain important factors could cause actual results or outcomes to differ materially from those expressed in forward-looking statements. These statements are based on the KazakhGold directors' expectations of external conditions and events, current strategy, plans and other objectives of management, and estimates and projections of KazakhGold's financial position. Forward-looking statements involve known and unknown risks and uncertainties and speak only as of the date they are made. Investors are cautioned that certain important factors could cause actual results or outcomes to differ materially from those expressed in forward-looking statements.