PLZL.L Regulatory News (PLZL)

24 Dec 2008 09:18



Company: KazakhGold Group Limited

TIDM: KZG 

Released: 24-December-08 

Possible Partial Offer and Trading Announcement

Possible Partial Offer Update

Further to the announcement made on 29 September 2008 regarding the Possible Partial Offer from OJSC Polyus Gold ("Polyus Gold"), the Company can confirm that it continues to be in talks with Polyus Gold. 

Trading 

Production levels for the year ending 31 December 2008 will be materially lower than production in the prior year, principally because of inadequate access to capital throughout 2008. With the inability to raise capital in the current difficult market conditions and due to the fact that production has been significantly lower than anticipated, there has been a deterioration in the Company's cash balance over the second half of 2008, accordingly the Company is working with its advisers to secure the necessary additional funding to support its ongoing investment plans.

The Company expects to be able to make a further announcement within the next two weeks regarding the Possible Partial Offer and update on its progress regarding funding.

Further information is available from:

Bekbolat Sagyndyk

Manager of International Affairs

KazakhGold Group Limited

Tel: +44 (0) 203 178 7105 

Mike Jones/Rory O'Sullivan/Henry Fitzgerald O'Connor 

Canaccord Adams Limited

(Financial Adviser to KazakhGold)

Tel: +44 (0)20 7050 6500

Dealing disclosure requirements: 

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of the Company or Polyus Gold, all 'dealings' in any 'relevant securities' of the Company or Polyus Gold by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel on Takeovers and Mergers ('Panel') by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer for the Company becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of the Company, they will be deemed to be a single person for the purpose of Rule 8.3. 

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company or Polyus Gold, by the Company, or by any of it's respective 'associates', must also be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction. 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. 

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. 

If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013).

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