PLZL.L Regulatory News (PLZL)

14 Nov 2008 18:31



Not for release, publication or distribution in whole or in part in, into or from the US, Canada, Australia or Japan

OJSC Polyus Gold

STATEMENT RE: PRESS SPECULATION

14 November 2008

OJSC Polyus Gold ("Polyus Gold") notes the recent press speculation in relation to the waiver from the Ministry for Energy and Mineral Resources of the Republic of Kazakhstan in respect of its pre-emption right to acquire shares of KazakhGold Group Limited ("KazakhGold"), in the event of a change of control of KazakhGold, and consent to the possible partial offer for KazakhGold by Polyus Gold. Polyus Gold can confirm that such a waiver and consent has been received by KazakhGold for the acquisition of 50.1% of the issued and to be issued share capital of KazakhGold by a subsidiary of Polyus Gold (the "Possible Partial Offer") based on the terms previously announced on 29 September 2008. 

The making of the Possible Partial Offer, if made, would remain subject to the pre-conditions and conditions referred to in the announcement of 29 September 2008.

There can be no certainty that any partial offer for the issued share capital of KazakhGold will be forthcoming.  A further announcement will be made in due course as appropriate.

For further information please contact:

Jan Sanders

Sergei Chinkis

HSBC Bank plc

(financial adviser to Polyus Gold) Tel: +44 (0)20 7991 8888

Mike Jones 

Henry Fitzgerald O'Connor

Canaccord Adams Limited Tel: +44 (0)20 7050 6500

(financial adviser to KazakhGold)

HSBC Bank plc ("HSBC"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Polyus Gold and its group in connection with the Possible Partial Offer and will not be responsible to anyone other than Polyus Gold and its group for providing the protections afforded to clients of HSBC nor for providing advice in relation to the Possible Partial Offer or any other matter referred to herein.

Canaccord Adams Limited ("Canaccord Adams"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in connection with the Possible Partial Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Adams nor for providing advice in relation to the Possible Partial Offer or any other matter referred to herein.

This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction.

The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

The Polyus Gold Shares 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. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Polyus Gold does not plan to make a public offering of securities in the United States.

The Possible Partial Offer, if it is made, will not be made, directly or indirectly, in or into the US, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or any other such jurisdiction.

Neither this announcement nor the Possible Partial Offer described herein nor any information contained herein constitute an offer ('"oferta'") pursuant to 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, or organisation of circulation of Russian securities outside of the Russian Federation.