The information contained in the following pages is restricted and is not for release, publication to, distribution in, or into Canada, Australia or Japan or, subject to certain exceptions, in the member states of the EEA or the Russian Federation, or any other jurisdiction where the extension or availability of the Private Exchange Offer would constitute a violation of relevant laws or require registration thereof.
If you would like to view the announcement and information contained therein, please read this notice carefully. Jenington reserves the right to amend or update this notice at any time. In addition, the contents of this announcement may be amended at any time in whole or in part in sole discretion of Jenington.
Neither the announcement, nor the information contained therein constitutes an offer to exchange or the solicitation of an offer to exchange securities in any circumstances in which such offer or solicitation is unlawful. Neither the announcement, nor the information contained therein constitutes advertisement of securities, including securities of foreign issuers, or other financial instruments in the Russian Federation within the meaning of Federal Law No. 39-FZ "On the Securities Market" dated April 22, 1996, as amended (the "Russian Securities Market Law"), Federal Law No. 46-FZ "On the Protection of Rights and Lawful Interests of Investors on the Securities Market" dated March 5, 1999, as amended, and Federal Law No. 38-FZ "On Advertisement" dated March 13, 2006, as amended, or a public offer to purchase, sell, exchange or transfer to or for the benefit of any person resident, incorporated, established or having their usual residence in the Russian Federation, or to any person located within the territory of the Russian Federation, who is not a "qualified investor" within the meaning of Article 51.2 of the Russian Securities Market Law, or an invitation to or for the benefit of any such person, to make offers to purchase, sell, exchange or transfer any such securities or other financial instruments. The GDRs representing shares of Polyus Gold International Limited ("PGIL") (the "PGIL GDRs") have not been registered in the Russian Federation and are not intended for "placement" or "public circulation" in Russia within the meaning of Article 51.1 of the Russian Securities Market Law.
Notice to U.S. investors
The Private Exchange Offer is made for Polyus Gold American depositary shares ("Polyus ADSs") and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in this announcement, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
The PGIL GDRs and the PGIL shares represented by the PGIL GDRs have not been and will not be registered under the US Securities Act of 1933, as amended (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.
Neither the announcement, nor the information contained therein is 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. Any public offering of securities of PGIL to be made in the United States would be made by means of a prospectus to be obtained from the issuer or selling security holder and that would contain detailed information about the PGIL and management, as well as financial statements. PGIL does not intend to register any portion of the offering in the United States or conduct a public offering of the securities in the United States.
It may be difficult for U.S. holders of PGIL GDRs to enforce their rights and any claim they may have arising under the U.S. federal securities laws, since PGIL 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 PGIL 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.
You should be aware that Jenington may purchase Polyus ADSs otherwise than under the Private Exchange Offer, such as in open market or privately negotiated transactions.
Notice to investors in the United Kingdom and European Economic Area
The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the UK Financial Services and Markets Act 2000. The information contained in this announcement and the Private Exchange Offer referred to herein are only addressed to and directed at persons in member states of the EEA, 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, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors which are high net worth bodies as described in Article 49(2)(a) to (d) of the Order, or (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The information contained in 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 EEA other than the United Kingdom, by persons who are not Qualified Investors. The PGIL GDRs are only available to, and 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 EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. Any person who is not a relevant person should not act or rely on the information contained in this announcement.