26 Oct 2010 14:00
| For immediate release | 26 October 2010 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR THE RUSSIAN FEDERATION, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE REGISTRATION THEREOF
TERMINATION of PROPOSED COMBINATION of KAZAKHGOLD GROUP LIMITED and OJSC POLYUS GOLD
KazakhGold Group Limited ("KazakhGold") and OJSC Polyus Gold ("Polyus Gold") announce that the Private Exchange Offer under the terms previously announced on 30 June 2010 has been terminated. KazakhGold and Polyus Gold are continuing to seek a resolution of the issues raised by the Kazakh authorities in relation to the consents required for the Private Exchange Offer, but have concluded that they will be unable to reach a resolution of these issues by 29 October 2010, the date on which the Private Exchange Offer was scheduled to close.
Commenting on the decision to terminate the Proposed Combination, Evgeny I. Ivanov, General Director of Polyus Gold, said:
"We continue to believe that a reverse takeover is strategically important to Polyus Gold and its shareholders, and will continue to work towards a solution to the issues raised by the Kazakh authorities that will enable us to pursue a transaction. We still hope to complete a reverse takeover and are analyzing various ways of achieving that goal. However, as a resolution of these issues is now expected to take more time, we believe it is appropriate to allow the Private Exchange Offer under the terms announced by the parties to lapse."
Polyus Shares and ADRs which had previously been transferred to KazakhGold or the Exchange Agent in connection with the Private Exchange Offer will be returned or released for trading in accordance with the terms of the Private Exchange Offer, as described in Section 6, "Return of Polyus Securities Not Accepted by KazakhGold" in the Private Exchange Offer Document, which is available at http://www.kazakhgold.com/investor/proposed_combination/.
Enquiries:
KazakhGoldAlexey V. Chernushkin, Director, Capital Markets and IR +44 (0) 20 8528 1450
Polyus Gold +7 (495) 641 3377 Evguenia V.Buydina, IR manager
General
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law 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.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The terms and conditions of the Private Exchange Offer are contained solely in the Private Exchange Offer Document, and the related Forms of Acceptance and accompanying documents, as they may be amended or supplemented from time to time.
Neither this announcement nor the information contained therein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities or other financial instruments in the Russian Federation or to or for the benefit of any person in Russia, and does not constitute and is not purported to constitute an offering to investors who are not "qualified investors" (as defined in the Russian Federal Law on the Securities Market) or advertisement of any securities or other financial instruments in Russia. This announcement and the information contained therein must not be passed on to third parties or otherwise be made publicly available in Russia. Distribution of this document does not constitute placement and/or public circulation of securities or other financial instruments in Russia and the Private Exchange Offer referred to herein does not, and is not intended to, constitute a public offer in Russia. The depositary receipts of KazakhGold Group Limited have not been and will not be registered in the Russian Federation and are not intended for and will not be admitted to "placement" or "public circulation" in Russia.
Notice to U.S. investors
The KazakhGold Shares to be represented by the KazakhGold GDRs have not been and will not be registered under the Securities Act or the securities laws of any state of the U.S., and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable U.S. state securities laws.
These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to make a public offering of the securities in the United States.
It may be difficult for U.S. holders of KazakhGold GDRs to enforce their rights and any claim they may have arising under the U.S. federal securities laws, since KazakhGold is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. U.S. holders of KazakhGold GDRs may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
The Private Exchange Offer is made for Polyus Securities and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in Private Exchange Offer Document have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
Forward looking statements
This announcement, including any information included or incorporated by reference, may contain "forward-looking statements" concerning Polyus Gold, Jenington and KazakhGold. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Polyus Gold, Jenington and KazakhGold operations and potential synergies resulting from the Proposed Combination; and (iii) the effects of government regulation on Polyus Gold, Jenington and KazakhGold's businesses. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of Polyus Gold, Jenington and KazakhGold assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.