Publication of Prospectus and PEO Document

RNS Number : 1215J

KazakhGold Group Ltd

24 June 2011

 



For immediate release                                                                                               24 June 2011

Publication of Prospectus and Private Exchange Offer Document

KazakhGold Group Limited ("KazakhGold") announces that on 24 June 2011 it published a prospectus, in accordance with the Prospectus Directive, (the "Prospectus") relating to the proposed combination of KazakhGold with OJSC Polyus Gold ("Polyus Gold") announced on 17 June 2011 (the "Proposed Combination").

A copy of the Prospectus is being submitted to the National Storage Mechanism and will shortly be available at: http://www.hemscott.com/nsm.do. The Prospectus is also available for download from KazakhGold's website at: http://www.kazakhgold.com, and at KazakhGold's principal place of business at 88 Wood Street, London EC2V 7RS, United Kingdom during working hours on any business day (Saturday, Sundays and public holidays excepted) up to and including 18 July 2011.

KazakhGold also announces that it will make available the private exchange offer document (the "Private Exchange Offer Document") to Eligible Polyus Securityholders containing the terms and conditions of the conditional private exchange offer by KazakhGold to acquire 16% of the issued and outstanding share capital of Polyus Gold from Eligible Polyus Securityholders (the "Private Exchange Offer") by 4 p.m. New York City time on 24 June 2011.  The Private Exchange Offer will be open for acceptances from 4 p.m. New York City time on 24 June 2011 and will expire at 5 p.m. New York City time on 18 July 2011 unless extended by KazakhGold in its sole discretion.

For the purposes of the Private Exchange Offer Document, "Eligible Polyus Securityholders" means holders of ordinary shares and/or Level I American depositary shares of Polyus Gold who are incorporated and registered, if applicable, resident and/or located outside of the Russian Federation and other jurisdictions in which the making and accepting of the Private Exchange Offer is not permitted by applicable legislation, and individuals and legal entities incorporated, registered, resident and/or located in the Russian Federation, that are "qualified investors" under the Russian Federal Law No. 39-FZ dated 22 April 1996 "On the Securities Market", as amended.

Further information is available from:

Alexey V. Chernushkin, Director, CM and IR
Evguenia V.Buydina, IR manager
[phone]
[phone]
[e-mail] 

Anton A. Arens, PR Director
[phone]
[phone]
[e-mail]

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 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 No. 39-FZ dated 22 April 1996 "On the Securities Market", as amended) 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 shares or depositary receipts of KazakhGold have not been registered in the Russian Federation and are not intended for "placement" or "public circulation" in Russia.

The Private Exchange Offer referred to in this announcement is made to existing Polyus Gold securityholders outside of the Russian Federation, Canada, Australia, Japan and any other jurisdiction where the extension or availability of the Private Exchange Offer would constitute a violation of relevant laws or require registration thereof, who, under the laws of their jurisdictions, are permitted to participate in the Private Exchange Offer, and to certain eligible Polyus Gold securityholders inside the Russian Federation that are "qualified investors" under Russian law.

Notice to U.S. investors

It is important for U.S. securities holders to be aware that this announcement is subject to disclosure and regulations in England that are different from those in the United States.  In addition, U.S. securities holders should be aware that this announcement has been prepared in accordance with English format and style, which differs from the U.S. format and style.

The shares of KazakhGold 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. Any public offering of securities of the Company 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 Company and management, as well as financial statements. The Company 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.

The Private Exchange Offer is made for Polyus Gold securities and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in this Document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

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.

You should be aware that KazakhGold may purchase Polyus Gold securities otherwise than under the Private Exchange Offer, such as in open market or privately negotiated transactions.

 

END

 

 

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