Polyus Gold International Limited (“PGIL” or the “Company”) announces that the Company completed the acquisition of ordinary registered shares of OJSC Polyus Gold with a nominal value 1.00 Russian ruble per share (the “Shares”) tendered into the Russian law governed mandatory tender offer to purchase the Shares for cash at a purchase price of 1,900.27 Russian rubles per Share, made by the Company on 30 August 2011 (the “Mandatory Offer”).
The Mandatory Offer was made in accordance with Article 84.2 of the Russian Law on Joint Stock Companies, under the terms and conditions set forth in the mandatory tender offer document received by OJSC Polyus Gold on 30 August 2011 and made publicly available at www.polyusgold.com (the “MTO Document”).
In the Mandatory Offer the Company acquired 7,262,435 Shares, constituting approximately 3.81% of the issued and outstanding Shares of OJSC Polyus Gold. After completion of the Mandatory Offer, PGIL became the holder of 177,189,037 Shares, representing approximately 92.95% of the issued and outstanding Shares of OJSC Polyus Gold.
PGIL notes the announcement by OJSC Polyus Gold of its intention to apply to the United Kingdom Listing Authority and the London Stock Exchange to cancel the listing and admission to trading of the Level I American Depositary Shares of OJSC Polyus Gold (“ADSs”). OJSC Polyus Gold will request that such cancellation takes effect from the start of trading on 20 January 2012. The ADSs have been issued under a Deposit Agreement between OJSC Polyus Gold and The Bank of New York Mellon (“BNYM”), as depositary, dated as of 17 May, 2006.
Following the combination with the Company, which completed in July 2011, OJSC Polyus Gold became a subsidiary of PGIL. As result of the completion of the Mandatory Offer, PGIL increased its total stake in OJSC Polyus Gold to 92.95%, which together with ADSs held by Jenington International Inc., an indirect subsidiary of PGIL, constitutes approximately 95.31% of the issued share capital of OJSC Polyus Gold. PGIL Level I global depositary shares (“PGIL GDSs”) are listed on the Official List of the United Kingdom Listing Authority and admitted to trading on the London Stock Exchange under the ticker symbol “PLGL”.
Enquiries:
Polyus Gold International Limited
Alexey V. Chernushkin, Director, Capital Markets and IR
+44 (0) 208 528 1450
Evguenia V. Buydina, IR manager
Anton A. Arens, PR Director
+44 (0) 208 528 1450
+44 (0) 208 528 1020
General
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 of a foreign issuer 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 advertisement, placement and/or public circulation of any securities or other financial instruments of a foreign issuer in Russia.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Shares (as defined above). This notice is addressed exclusively to the holders of Shares (as defined above) and does not constitute an offer ("oferta") or a solicitation of an offer ("predlozhenie delat oferti") under 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.
The Mandatory Offer is not being made to securityholders of securities in any jurisdiction in which the making or acceptance of offers to sell securities would not be in compliance with the laws of that jurisdiction. This announcement is not and will not be made to securityholders in any jurisdiction where it would be illegal to do so.
Forward looking statements
This announcement, including any information included or incorporated by reference, may contain "forward-looking statements" concerning Polyus Gold International Limited and OJSC Polyus Gold. 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 International Limited and OJSC Polyus Gold operations; and (iii) the effects of government regulation on Polyus Gold International Limited and OJSC Polyus Gold'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 International Limited and OJSC Polyus Gold assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.