Mandatory Tender Offer

RNS Number : 6116S

Polymetal International PLC

23 November 2011

 



For immediate release

23 November 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, ITALY OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE REGISTRATION THEREOF

POLYMETAL INTERNATIONAL PLC

Polymetal International plc ("Polymetal International" or the "Company") announces that on November 23, 2011, following the review by the Russian Federal Service for Financial Markets, PMTL Holding Limited, a wholly owned subsidiary of the Company, ("PMTL") has delivered to JSC Polymetal ("Polymetal") a mandatory tender offer document to acquire up to 66,733,230 ordinary shares in Polymetal (the "Polymetal Shares") (the "Mandatory Tender Offer)".

The price in the Mandatory Tender Offer is RUB 531.15 per one Polymetal Share. Under the terms of the Mandatory Tender Offer, holders of Polymetal Shares may accept the Mandatory Tender Offer during 70 calendar days from the receipt of the offer document by Polymetal (the "Acceptance Period"). Given that the offer document has been delivered to Polymetal on November 23, 2011 (the "Receipt Date"), the final day on which PMTL may receive acceptances from eligible shareholders of Polymetal who seek to participate in the Mandatory Tender Offer is February 1, 2012.

Polymetal Shares for which acceptances will be received by PMTL during the Acceptance Period should be transferred to PMTL during 15 calendar days following the expiry of the Acceptance Period. Payments for such Polymetal Shares shall be made to persons who have validly accepted the Mandatory Tender Offer within 15 calendar days following the receipt of the relevant Polymetal Shares by PMTL.

Under Russian law the Mandatory Tender Offer is subject to review by Polymetal's Board of Directors which should pass its recommendation on the Mandatory Tender Offer within 15 calendar days following the Receipt Date (being not later than 8 December 2011). The Mandatory Tender Offer document and acceptance forms will be distributed to Polymetal shareholders together with the recommendation of Polymetal's Board of Directors immediately after such recommendation is passed.

Media Contact Andrey Abashin Press-secretary Tel. [phone] [e-mail]

Investor Relations Contact Pavel Danilin EVP, Strategic Development Tel. [phone] [e-mail]

This announcement is not for distribution, directly or indirectly, in or into and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, or Japan. The securities referred to herein may not be offered, or sold in the United States absent registration under the US Securities Act of 1933, as amended, (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the Company and PMTL are located in foreign countries, and some or all of their officers and directors may be residents of foreign countries. You 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 distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

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