17 May 2011 07:00
OJSC Polyus Gold (RTS, MICEX and LSE - PLZL), Russia's leading gold producer, today announces that KazakhGold Group Limited ("KazakhGold") has received approvals required in the Republic of Kazakhstan for the proposed combination between KazakhGold and OJSC Polyus Gold.
KazakhGold has received the approval from the Ministry of Industry and New Technologies of the Republic of Kazakhstan ("MINT") for the proposed combination between KazakhGold and OJSC Polyus Gold.
MINT has also granted its approval for the sale by KazakhGold's subsidiary, Romanshorn LC AG, of 100% of the shares in Kazakhaltyn MMC JSC to Altyngroup Holdings K.F.T., an acquisition vehicle of AltynGroup.
In addition to the above-mentioned approvals, MINT has also revoked its previous letters, which annulled the waiver obtained for the partial offer by Jenington International Inc. for 50.1% of shares in KazakhGold, which was completed in August 2009, and the waivers obtained in June 2010 for the proposed combination between Polyus Gold and KazakhGold, and the US$100 million equity placing completed by KazakhGold in July 2010.
In accordance with the terms and conditions of the Restated and Amended Principal Agreement between KazakhGold and Altyngroup Kazakhstan LLP dated 10 April 2011 ("RAPA") (which were described in the announcement made by KazakhGold on 11 April 2011)the Letter of Credit was issued in favour of KazakhGold by an independent bankin the amount of US$100,000,000 and is available to be drawn in accordance with the RAPA. In particular, subject to certain conditions, the US$100,000,000 may be drawn to partially fund the consideration due at the First Tranche Completion of the sale of the shares in KazakhGold's subsidiaries to AltynGroup by no later than 12 September 2011, or, to the extent the First Tranche Completion does not occur, depending on which conditions to First Tranche Completion are not satisfied, then KazakhGold may draw on the Letter of Credit and receive appropriate financing.
Polyus Gold also announces that the criminal investigation by the Agency on Economic and Corruption Crimes of the Republic of Kazakhstan against three members of KazakhGold's Board of Directors (Mr. Evgeny Ivanov, Mr. German Pikhoya and Mr. Alexey Teksler) has been terminated due to the proven absence of any wrongdoing on the part of the three directors.
The receipt of the approval from MINT for the reverse take over will permit Polyus Gold and KazakhGold to continue its preparations for a possible combination between the two groups.