Notice of EGM

RNS Number : 7678I

KazakhGold Group Ltd

20 June 2011

 



FOR IMMEDIATE RELEASE

20 June 2011

KazakhGold Group Limited (the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Board of KazakhGold Group Limited (TIDM: KZG) has posted a circular to its shareholders containing notice of the Extraordinary General Meeting to be held at 88 Wood Street, London EC2V 7RS, United Kingdom on 14 July 2011 at 10.00 am.

A copy of the circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

A copy of the circular will also be available at the Company's web-site at http://www.kazakhgold.com/.

For further information, contact:

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] 

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt as to what action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.  If you have sold or otherwise transferred all of your shares in KazakhGold Group Limited, please send this Circular and the Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.  However, such documents should not be distributed, forwarded or transmitted in or into Canada, Australia or Japan or, subject to certain exceptions, the Russian Federation, or any other jurisdiction where the extension or availability of the Private Exchange Offer as described herein would constitute a violation of relevant laws or require registration thereof.  If you have sold any part of your holding of shares in KazakhGold Group Limited, please contact your stockbroker, banker or other agent through whom the sale was effected immediately.

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for KazakhGold Group Limited and no one else in connection with the proposals described in this Circular and will not be responsible to anyone other than KazakhGold Group Limited for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in relation to the content of this Circular or any other matter referred to herein.

KAZAKHGOLD GROUP LIMITED

(Incorporated and registered in Jersey under company number 91264)

Circular and Notice of Extraordinary General Meeting to be held on 14 July 2011

This Circular should be read as a whole.  Your attention is drawn to the letter from the Chairman set out in this Circular, which provides background information to the Resolutions to be proposed at the Extraordinary General Meeting referred to below.

Notice of the Extraordinary General Meeting of KazakhGold Group Limited to be held at 10 a.m. on 14 July 2011 at 88 Wood Street, London EC2V 7RS, United Kingdom is set out on the following pages of this Circular.

A Form of Proxy for use at the Extraordinary General Meeting is enclosed.  To be valid, Forms of Proxy for use at the Extraordinary General Meeting must be completed and returned in accordance with the instructions printed thereon as soon as possible but in any event to be received by the Company at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES not less than 48 hours before the time of the meeting or of any adjournment of the meeting. Completion and return of a Form of Proxy will not preclude a shareholder from attending and voting in person at the Extraordinary General Meeting, should it wish.

Copies of this Circular are available free of charge from the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the date of the Extraordinary General Meeting.  Copies of this Circular may also be downloaded from the Company's website: http://www.kazakhgold.com

CONTENTS

Page

Letter from the Chairman of KazakhGold                                                                                       1

Notice of Extraordinary General Meeting                                                                                      14

Form of Proxy                                                                                                                             18

Definitions                                                                                                                                    22

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Circular                                                                                           20 June 2011

Latest time and date for receipt of completed Forms of Proxy                 10.00 a.m. on 12 July 2011

Extraordinary General Meeting                                                                                              10.00 a.m. on 14 July 2011

If any of the details contained in the timetable above should change, the revised times and dates will be notified to shareholders by means of a Regulatory Information Service announcement.

LETTER FROM THE CHAIRMAN

KAZAKHGOLD GROUP LIMITED

(Incorporated and registered in Jersey under company number 91264)

Board of KazakhGold:                                                                        Registered Office:

Mr. Evgeny Ivanov                   (Chairman)                                           Queensway House

Mr. Adrian Coates                   (Non-Executive Director)                     Hilgrove Street

Mr. Oleg Ignatov                      (Executive Director)                              St Helier

Mr. German Pikhoya                (Executive Director)                              Jersey JE1 1ES

Mr. Alexey Teksler                   (Executive Director)

Company Secretary:

Computershare Company Secretarial Services (Jersey) Limited

20 June 2010

Dear Shareholder,

EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 JULY 2011

Introduction

On 17 June 2011, the boards of KazakhGold and Polyus Gold announced the Proposed Combination, which, if completed, would result in KazakhGold acquiring all or substantially all of the issued share capital of Polyus Gold, currently the indirect controlling shareholder of KazakhGold.

The Proposed Combination is to be effected through a series of transactions including a conditional Private Exchange Offer to be made by KazakhGold to Eligible Polyus Securityholders for 16% of the issued Polyus Securities.  The Transactions, further details of which are provided below, are conditional upon, amongst other things, the passing of the Resolutions set out in the Notice of Extraordinary General Meeting at the end of this Circular.

The purpose of this Circular is to explain the background to and reasons for the Resolutions and to explain why the Board considers that the passing of the Resolutions is in the best interests of KazakhGold and its shareholders as a whole and recommends that you vote in favour of them.

The Resolutions, to be proposed as special resolutions at the Extraordinary General Meeting, are:

1.         to increase the authorised share capital of KazakhGold in order to facilitate the Transactions; and

2.         to change the name of KazakhGold to "Polyus Gold International Limited", conditional upon the admission to listing on the standard segment of the Official List, and to trading on the regulated part of the International Order Book of the London Stock Exchange, of the global depositary receipts, each representing one ordinary share of the Company, to be issued in connection with the Transactions.

The Extraordinary General Meeting has been convened for 10.00 a.m. on 14 July 2011, at which the shareholders will be asked to consider and, if thought fit, approve the Resolutions.  In order to be passed, the Resolutions will each require the votes in favour of not less than two thirds of the votes cast in person or by proxy.

BACKGROUND TO THE TRANSACTIONS

Since acquiring its 50.1% interest in KazakhGold in 2009 pursuant to the Partial Offer, Jenington, an indirect wholly-owned subsidiary of Polyus Gold, has funded the development and operations of KazakhGold through two USD 50,000,000 shareholder loans in 2009 and 2010, as well as a further aggregate USD 10,675,000 loaned in 2011. As part of the Partial Offer, Jenington also agreed to underwrite a USD 100 million placing of new KazakhGold Shares and GDRs, which was completed in July 2010 (the "Placing"). Jenington now owns 65% of the issued share capital of KazakhGold.

On 30 June 2010, the Board of KazakhGold announced a proposed combination of KazakhGold and Polyus Gold, which, if completed, would have resulted in KazakhGold acquiring all or substantially all of the issued share capital of Polyus Gold (the "2010 Proposed Combination").  The 2010 Proposed Combination was terminated on 26 October 2010, following the announcement by the MINT that it was annulling the prior decisions of the competent authorities in Kazakhstan granting waivers of the state's pre-emptive right to acquire KazakhGold securities, including the waivers obtained for the 2010 Proposed Combination.

On 10 April 2011, KazakhGold and AltynGroup entered into a Restated and Amended Principal Agreement (the "Amended Principal Agreement"), providing for the sale of the shares of KazakhGold's operating subsidiaries in Kazakhstan, Romania and Kyrgyzstan (the "KazakhGold Operating Subsidiaries").  The Amended Principal Agreement restates and amends the original Principal Agreement between the parties, which was entered into on 6 December 2010 and terminated on 14 March 2011.  Under the Amended Principal Agreement, KazakhGold has agreed to sell the KazakhGold Operating Subsidiaries for an aggregate consideration of USD 509,000,000 as well as the provision by the buyer of funds required for KazakhGold to repay USD 62,044,198.05 in outstanding principal amount of loans advanced by Jenington, together with accrued interest.  The sale, which is subject to a number of conditions, is to be made in two tranches, with the sale of 51% of the KazakhGold Operating Subsidiaries to occur by 12 September 2011 (the "First Tranche Cut-Off Date") and the sale of the remaining interests to be completed by 31 December 2012 (the "Second Tranche Cut-Off Date").

On 10 April 2011, KazakhGold, Jenington and Kazakhaltyn MMC JSC, and members of the Assaubayev family, and certain related companies, also entered into a Settlement Deed which provides for the settlement and release of all orders, judgments and claims outstanding between them, without any admission of liability on either part (the "Settlement Deed").  All the conditions to the effectiveness of the Settlement Deed, which were required to be satisfied by 14 May 2011, have been obtained. These included the obtaining of waivers from the MINT of its pre-emptive rights over KazakhGold securities in order to permit the Proposed Combination to proceed and the issuance to KazakhGold of an irrevocable documentary letter of credit for USD 100,000,000, which is available for drawdown in certain circumstances, including as partial payment on completion of the first tranche of the sale of the shares in the KazakhGold Operating Subsidiaries.

The completion of the sale of the KazakhGold Operating Subsidiaries remains subject to a number of conditions and may be terminated by either party in certain circumstances. 

THE TRANSACTIONS

On 17 June 2011, the Board of KazakhGold announced a series of conditional transactions through which KazakhGold intends to acquire all or substantially all of the entire issued share capital of Polyus Gold, currently the indirect controlling shareholder of KazakhGold. The Transactions, if completed, would constitute a reverse takeover of Polyus Gold and are described more fully below.

The Polyus Gold Group is an international gold mining company, the largest gold producer in Russia, according to the Russian Union of Gold Miners, and one of the world's leading gold producers based on mineral resources and production volumes. In 2010, the Polyus Gold Group produced 1.276 million troy ounces of gold (excluding 110 thousand troy ounces of gold produced by KazakhGold's operations in 2010) or approximately 20% of total Russian gold production (1.231 million troy ounces in 2009 (excluding 30 thousand ounces of gold produced by KazakhGold's operations during August to December 2009), representing 19% of Russian gold production).

The following diagrams (which do not include the subsidiaries of KazakhGold or Polyus Gold) summarise the effect that consummation of all of the Transactions would have on KazakhGold and Polyus Gold, and their respective holders of shares and depositary receipts.

Diagram 1 - Before the Transactions

Diagram 2 - After the Transactions

Click on, or paste the following link into your web browser, to view the associated PDF document for diagram 1 and 2. 

http://www.rns-pdf.londonstockexchange.com/rns/7678I_1-2011-6-20.pdf 

 
The Private Exchange Offer

Subject to applicable securities laws, the Private Exchange Offer will be made to all existing Polyus Securityholders outside of the Russian Federation, Canada, Australia and Japan who, under the laws of their jurisdictions, are permitted to participate in the Private Exchange Offer, and to certain Eligible Polyus Securityholders inside the Russian Federation, on the following basis:

                        for each Polyus Share               :           17.14 Level I GDRs

                        for each Polyus ADS                :           8.57 Level I GDRs

                               (every two Polyus ADSs represent one Polyus Share)

In determining these Exchange Parties, the Board took into account, among other things, the relative financial position of KazakhGold and Polyus Gold, Polyus Gold's operational outlook, and the consideration payable by AltynGroup for the KazakhGold Operating Subsidiaries.

The Exchange Ratio was arrived at based on the following assumed values:

·          each Polyus Share and every two Polyus ADSs of approximately USD 68.56; and

·          each Level I GDR of approximately USD 4.00.

Based on the above assumed values, the Exchange Ratio implies a value for the existing issued share capital of Polyus Gold of approximately USD 13.1 billion.

On 17 June 2011, the Board determined that the Exchange Ratio was fair from a financial point of view so far as the existing shareholders of KazakhGold were concerned. In arriving at this determination, the Board took financial advice from HSBC as financial adviser to KazakhGold.

The Private Exchange Offer is subject to the terms and conditions to be set out in the Private Exchange Offer Document and the Forms of Acceptance, which conditions include those set out below, each of which may be waived (to the extent any such condition is capable of being waived) by KazakhGold at any time, in whole or in part, in its sole discretion:

1.         valid acceptances having been received by the Expiration Time of the Private Exchange Offer with respect to Polyus Securities representing in the aggregate 30,500,400 Polyus Shares, representing in aggregate 16% of the issued and outstanding share capital of Polyus Gold;

2.         the Principal Shareholders Option Agreement and Jenington Option Agreement remaining in full force and effect and the parties complying with their respective obligations under the Principal Shareholders Option Agreement and Jenington Option Agreement;

3.         the Resolutions to be proposed at the Extraordinary General Meeting having been duly passed at such meeting;

4.         all governmental and regulatory approvals, consents and waivers necessary to permit KazakhGold and other parties to the Transactions to consummate the Proposed Combination (or any one or more of them) having been received in form and substance satisfactory to KazakhGold and remaining in force and effect, including the following:

(a)        approval of the acquisition by KazakhGold of up to 100% of Polyus Shares by the Government Commission On Monitoring Foreign Investment in the Russian Federation confirmed by a written approval from FAS in accordance with Federal Law No. 57-FZ "On Procedures for Foreign Investments in Companies of Strategic Significance for National Defence and Security" dated April 29, 2008 remaining in full force and effect;

(b)        written consent to the acquisition by KazakhGold of up to 100% of Polyus Shares from FAS in accordance with Federal Law No. 135-FZ "On Protection of Competition" dated July 26, 2006, as amended;

(c)        approval granted by the MINT pursuant to Articles 36 and 37 of the Subsoil Law of the Republic of Kazakhstan to issuance of the Company's shares and GDRs in exchange for PG Securities in the RTO based upon a waiver from the Republic of Kazakhstan, pursuant to Articles 12 and 13 of the Subsoil Law of the Republic of Kazakhstan, of the state's pre-emptive right to acquire the Company shares and GDRs to be issued in the course of the RTO; and

(d)        the Level I GDRs to be issued under the Private Exchange Offer and the Options being admitted to the Standard Listing segment of the Official List and to trading on the London Stock Exchange, which, solely for the purposes of the fulfilment of this condition, shall be deemed to occur following notification that the application for admission has been approved at the listing hearings held by the UKLA and the London Stock Exchange, respectively, subject to receipt of confirmation by the UKLA and London Stock Exchange of the issuance of the KazakhGold and Rule 144A GDRs being issued under the Transactions;

5.         in KazakhGold's opinion, no event affecting the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of KazakhGold or Polyus Gold, or their respective subsidiaries or affiliates, that would or might prohibit, prevent, restrict or delay consummation of the Private Exchange Offer (or any other of the Transactions), shall have occurred; and

6.         in KazakhGold's opinion, no action or proceeding shall have been instituted or threatened that would impair a contemplated purpose of the Private Exchange Offer (or any other of the Transactions), and no development shall have occurred that would materially or adversely affect the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of KazakhGold or Polyus Gold, or their respective subsidiaries or affiliates, including, without limitation, the commencement of war, armed hostilities, terrorist action or any other international or national calamity.

KazakhGold has received the Kazakh and Russian governmental approvals of the Transactions referred to in 4(a)to (c) above.

KazakhGold reserves the right in its sole discretion to amend or extend the Private Exchange Offer or to terminate the Private Exchange Offer prior to settlement and delivery of the Level I GDRs to the Exchange Agent for onward delivery to the persons entitled thereto for any reason, including if any of the conditions are not satisfied (or, where capable of waiver, waived).

The Principal Shareholders Option Agreement

KazakhGold has entered into the Principal Shareholders Option Agreement with certain Onexim group entities beneficially owned by Mr. Mikhail Prokhorov, General Director of Polyus Gold, and certain Nafta group  entities beneficially owed by Mr. Suleiman Kerimov.  Under the Principal Shareholders Option Agreement, such entities have granted KazakhGold the option, subject to various conditions, to acquire their entire holdings of Polyus Securities comprising 96,636,443 Polyus Shares and 85,619,611 Polyus ADSs, representing, in aggregate, 73.2% of the issued and outstanding share capital of Polyus Gold. Under the Principal Shareholders Option Agreement, Onexim and Nafta have agreed to receive a portion of the Regulation S GDRs they would have been entitled to in KazakhGold Shares, as determined by KazakhGold.  The options under the Principal Shareholders Option Agreement are exercisable during the period commencing on 14 July 2011 and ending on the date falling thirty (30) days thereafter or such later date as may be determined pursuant to the Principal Shareholders Option Agreement in the event that the Private Exchange Offer is extended. Under the Principal Shareholders Option Agreement, Onexim has agreed to receive a portion of the Regulation S GDRs they would otherwise be entitled to in KazakhGold Shares, as determined by KazakhGold. The Principal Shareholders Option Agreement is subject to conditions as to receipt and validity of governmental and regulatory approvals, the passing of the resolutions at the Extraordinary General Meeting and receipt of acceptances in the Private Exchange Offer, as well as compliance by Nafta and Onexim with their respective obligations relating to the transfer of their Polyus ADSs under such agreement.

The Jenington Option Agreement

KazakhGold has also entered into the Jenington Option Agreement, under which Jenington has granted KazakhGold the option to acquire Jenington's entire holding of 10,776,161 Polyus Shares, representing, in aggregate, approximately 5.65% of the existing issued ordinary share capital of Polyus Gold, in exchange for KazakhGold Shares. The exchange ratio used under the Jenington Option Agreement to calculate the number of KazakhGold Shares to be issued to Jenington is the same as the ratio used in the Private Exchange Offer for the exchange of Polyus Shares for Level I GDRs. The Option under the Jenington Option Agreement may be exercised and completed at any time prior to or after the expiration time of the Private Exchange Offer and the Principal Shareholders Option Agreement, and, in the absence of waiver by KazakhGold, it is subject to certain conditions, including the receipt of governmental and regulatory approvals, the passing of the resolutions at the Extraordinary General Meeting and the receipt of acceptances in the Private Exchange Offer.

Other consequences of the Transactions

If the Private Exchange Offer and exercise of the Options are completed, KazakhGold will acquire more than 30% of the issued and outstanding share capital of Polyus Gold and will be required under the Russian Joint Stock Companies Law to make a mandatory tender offer in cash for all of the outstanding Polyus Shares not then owned by it. KazakhGold expects to enter into a credit facility in order to provide a source of funds for the acquisition of Polyus Securities under the mandatory tender offer.  If, following the mandatory tender offer, KazakhGold will have acquired (in aggregate) more than 95% of the outstanding Polyus Shares, KazakhGold would be subject to compulsory acquisition and mandatory buy-out provisions of Russian law.  KazakhGold does not expect to acquire more than 95% of the outstanding Polyus Shares through the Transactions and the mandatory tender offer, and thus these requirements are not expected to arise.

Changes to the Board of KazakhGold following the Transactions

Following completion of the Transactions, it is expected that a new board of directors will be constituted.  The composition of the new board of directors is expected to be determined by or shortly following the completion of the Proposed Combination and will include members of the current Board, as well as members from the board of directors of Polyus Gold.  It is expected that the board will include at least three independent directors following completion of the Proposed Combination.  It is expected that the new directors will be appointed by the current Board, as permitted by the Company's Articles of Association, for terms expiring at the Company's next Annual General Meeting in 2012.

Reasons for and benefits of the Proposed Combination

The Board believes that the Combined Group resulting from the Proposed Combination will provide substantial benefits to KazakhGold and to holders of KazakhGold Shares and GDRs including:

Creation of a leading gold producer

The Proposed Combination will create one of the leading gold producers in the world and the largest pure gold mining company listed on the London Stock Exchange in terms of gold production and mineral resources. Based on the 2010 annual results for KazakhGold and Polyus Gold, the Combined Group had aggregate production of 1,386 thousand ounces in 2010, proven and probable reserves of 81.0 million ounces, and measured, indicated and inferred resources of 125.9 million ounces (adding Polyus Gold reserves and resources as of January 2011 and KazakhGold reserves and resources as of May 2011, determined in accordance with the JORC Code at such date).

Strong platform for growth

The Proposed Combination will bring to KazakhGold the high quality assets of Polyus Gold, including Olimpiada and Natalka, as well as Polyus Gold's strong exploration and development portfolio. The Board believes that the Combined Group will have a strong platform for future growth in Russia and globally.

Improved financial position for KazakhGold

Polyus Gold has funded the development and operations of KazakhGold through two USD 50 million shareholder loans, as well as further loans in an aggregate principal amount of USD 10.675 million in 2011 to fund interest payments on the Senior Notes and other obligations of KazakhGold.  As part of the Partial Offer, Jenington also agreed to underwrite the Placing.

Since completion of the Partial Offer, the KazakhGold Group has not been able to generate sufficient cash to service its debt, and has relied on funding supplied by Jenington to support its debt and other obligations.  The KazakhGold Group had a loss in 2010 of USD 57,271,000 (compared to USD 143,739,000 in 2009), and had cash outflows from operations in 2010 of USD 43,886,000 (compared to USD 48,987,000 in 2009). In the absence of the Proposed Combination, there can be no assurance that further financial support from Jenington or Polyus Gold will be forthcoming beyond 30 April 2012.  If the Proposed Combination is completed, KazakhGold will be the parent company of the Polyus Gold Group, enabling it, and indirectly the KazakhGold GDR Holders, to benefit from the enlarged group's operating cash flows and improved liquidity.

Enhanced liquidity and visibility of the Combined Group

The Board believes that, with an enlarged shareholder base and greater free float in USD terms following completion of the Proposed Combination, the Combined Group will benefit from enhanced liquidity in its Level I GDRs, as well as increasing its visibility in the London equity market, resulting in a more transparent valuation for the Combined Group going forward.

Improved access to capital markets

Through the Proposed Combination, the Board believes that KazakhGold will have a more stable financial footing and will have access to more reliable sources of financing on more beneficial terms than those presently available to it. Polyus Gold is currently subject to limitations under Russian law on the aggregate number of depositary receipts it can have in issue, which restricts its capability to raise capital in the international equity markets and the ability of its shareholders to convert common shares into depositary receipts. The Board expects the internationalisation of Polyus Gold through the combination with KazakhGold to give the Combined Group the ability to raise capital through a more direct access to international capital markets.

Enhanced corporate governance

The new board of KazakhGold is expected to have at least three independent non-executive directors. As GDR holders of the Combined Group, existing KazakhGold GDR holders will benefit from enhanced corporate governance through the appointment of at least two additional independent non-executive directors, and Polyus Securityholders will benefit from the appointment of at least one additional independent non-executive director to the board of KazakhGold.

Potential to move to a Premium Listing

Following the integration of the KazakhGold and Polyus Gold groups, the Combined Group will consider applying in due course to the UKLA for a Premium Listing of its ordinary shares on the London Stock Exchange, which would allow the Combined Group to seek future inclusion in key FTSE indices and which, the Board believes, would lead to re-rating of the Combined Group. Moving to a Premium Listing will also require enhancement to the corporate governance of the Company and provide greater rights for minority shareholders than KazakhGold's Jersey incorporation and Standard Listing presently affords them. No final determination has been made to apply for a Premium Listing, and no assurance can be given that such a listing can be obtained.

Attractive acquisition currency

The Board believes that the Combined Group's London Stock Exchange listing will provide an attractive acquisition currency for future expansion and consolidation opportunities within the gold sector.

Elimination of multiple trading platforms

The completion of the Proposed Combination will result in a single, London-listed investment opportunity for investors in the form of KazakhGold depositary receipts with one unified market capitalisation, eliminating the multiple trading platforms for investment in Polyus Gold or KazakhGold securities that currently exist, along with the associated listing costs.

Control position

The Transactions give rise to certain considerations under the Code.  The Code is issued and administered by the Panel.  KazakhGold is a company to which the Code applies and, as such, its shareholders are entitled to the protections afforded by the Code.  The Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror.  The Code also provides an orderly framework in which takeovers are conducted.  In addition it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

Rule 9 of the Code sets out the circumstances in which, and the requirements for making, a general offer for shares of a company to which the Code applies.  Under Rule 9 of the Code, any person who acquires an interest (as defined in the Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30% or more of the voting rights of a company which is subject to the Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is interested in shares which, in the aggregate, carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of such voting rights, a general offer under Rule 9 of the Code will normally be required if any further interests in shares are acquired by any such person.

An offer under Rule 9 of the Code must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Nafta and Onexim are the majority shareholders of Polyus Gold, which in turn is the majority shareholder of KazakhGold through its indirect wholly-owned subsidiary, Jenington. Following completion of the Transactions, based on the same exchange ratio as is used in the Private Exchange Offer and the assumptions set out below, Nafta will hold 1,219,680,677 Regulation S GDRs, representing approximately 37.9% of KazakhGold's voting share capital, and Onexim will hold 1,170,428,021 Regulation S GDRs or KazakhGold Shares, representing approximately 36.5% of KazakhGold's voting share capital. The assumptions are that: (i) there is no change in the issued voting share capital of KazakhGold between the date of this Circular and the date on which the Level I GDRs, Regulation S GDRs or KazakhGold Shares, as appropriate, are issued pursuant to the Principal Shareholders Option Agreement, the Jenington Option Agreement and the Private Exchange Offer; (ii) KazakhGold's issued voting share capital increases to 3,217,197,963 (representing KazakhGold's voting share capital assuming that KazakhGold acquires 16% of the issued share capital of Polyus Gold under the Private Exchange Offer, and through exercise of both the Principal Shareholders Option Agreement and the Jenington Option Agreement); and (iii) the voting rights attached to the new KazakhGold Shares to be issued to Jenington under the Jenington Option Agreement have become exercisable following their disposal to third parties.

Nafta and Onexim each control more than 20% of the voting rights in Polyus Gold, which, through Jenington, controls 65% of the voting rights in KazakhGold.  As a result, under the definition of "acting in concert" within the Code, Nafta and Onexim are presumed to be acting in concert with each other for the purposes of the Code.  Furthermore, Nafta and Onexim are cooperating with each other to consolidate control of KazakhGold and proceed with the Transactions and have each confirmed to the Panel that they consider themselves to be acting in concert with each other for the purposes of the Code with respect to the Transactions.

As a result, and by virtue of Nafta and Onexim's existing indirect controlling position in KazakhGold through Jenington, there is no change in the control position with respect to KazakhGold and, consequently, no general offer under Rule 9 of the Code is required as a result of the Transactions.

Following completion of the Transactions, while Nafta and Onexim each will individually be interested in Regulation S GDRs or KazakhGold GDRs carrying more than 30% of the voting rights of the enlarged KazakhGold but less than 50% of such voting rights, they will together hold Regulation S GDRs or KazakhGold Shares carrying, in aggregate, in excess of 50% of the voting rights of the enlarged KazakhGold.  As a result, Nafta and Onexim, will be free, subject to Note 4 on Rule 9.1 of the Code, to acquire further interests in Regulation S GDRs or KazakhGold Shares without incurring any obligation to make a mandatory offer under Rule 9 of the Code.

Mr. M.D. Prokhorov, who has been Chairman of the board of Polyus Gold since March 2006, is the ultimate beneficial owner of Onexim, one of Russia's largest private investment funds, with a focus on the mining industry, innovative projects in energy and nanotechnology, real estate and other industries.

Mr. S.A. Kerimov is the ultimate beneficial owner of Nafta, which is part of a privately-owned group of portfolio investment companies.  Nafta has accomplished a number of sizeable projects in the mining, metals, telecommunications, real estate and retail sectors, and the stock market. Its investments include a stake in PIK Group, one of the leading residential developers in Russia.

To KazakhGold's knowledge, there are no other arrangements the operation of which may result in a change of control of KazakhGold and none of KazakhGold's major shareholders have different voting rights.

Further information

For further information on the Proposed Combination, please refer to the Prospectus which following its publication will be made available to be downloaded from KazakhGold's website at: http://www.kazakhgold.com, and which will be made available 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) before the Expiration Time.

RESOLUTIONS:

RESOLUTION 1: INCREASE IN AUTHORISED SHARE CAPITAL

It is proposed to increase the authorised share capital of the Company by the creation of 1,500,000,000 new KazakhGold Shares, in order to enable the Board to issue the required number of KazakhGold Shares (including KazakhGold Shares to be issued in the form of Level I GDRs or Regulation S GDRs) required to complete the Transactions.

RESOLUTION 2: CHANGE OF NAME

It is proposed to change the name of KazakhGold to "Polyus Gold International Limited", conditional upon the admission to listing on the standard segment of the Official List, and to trading on the regulated part of the International Order Book, of the global depositary receipts, each representing one ordinary share of the Company, being issued in connection with the Transactions.

Action to be taken

A Form of Proxy for use by Shareholders in connection with the Extraordinary General Meeting accompanies this Circular.  Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete and sign the Form of Proxy and return it to Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES so as to be received no later than 10.00 a.m. on 12 July 2011.

Unless the Form of Proxy is received by the date and time mentioned in the instructions, it will be invalid.  The completion and return of the Form of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish.

Please note that in accordance with emerging best practice it is intended that voting at the Extraordinary General Meeting will be conducted by way of a poll, at the request of the Chairman of the Extraordinary General Meeting.

Recommendation

Your attention is drawn to the fact that the series of transactions by which KazakhGold intends to acquire all or substantially all of the issued share capital of Polyus Gold will not occur unless the Resolutions are passed at the Extraordinary General Meeting, notice of which is set out at the end of this Circular.

The Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

Yours faithfully

Evgeny I. Ivanov
Chairman

KazakhGold Group Limited

(the "Company")

(incorporated and registered in Jersey under company number 91264)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting of the Company will be held at 10.00 a.m. on 14 July 2011 at 88 Wood Street, London EC2V 7RS, United Kingdom to consider and if thought fit pass the following resolutions as special resolutions:

1.         THAT the Memorandum of Association of the Company be amended to increase the Company's authorised share capital by the creation of 1,500,000,000 new ordinary shares and that paragraph 6 of the Memorandum of Association of the Company be deleted and replaced with the following paragraph 6: 

"The share capital of the Company is £360,000 divided into 3,600,000,000 ordinary shares of £0.0001 each.".

2.         THAT the name of the Company be changed to "Polyus Gold International Limited", conditional upon the admission to listing on the standard segment of the Official List of the UKLA, and to trading on the regulated part of the International Order Book of the London Stock Exchange, of the global depositary receipts, each representing one ordinary share of the Company, being issued in connection with the series of conditional transactions through which KazakhGold intends to acquire substantially all of the entire issued share capital of OJSC Polyus Gold.

Dated: 20 June 2011

By order of the Board of KazakhGold:

Computershare Company Secretarial Services (Jersey) Limited

Company Secretary

KazakhGold Group Limited

Registered office:

Queensway House

Hilgrove Street

St Helier

Jersey JE1 1ES

NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING

Only the registered holders of fully paid shares in the capital of the Company are entitled to attend and vote at the meeting. 

Appointment of proxies

1.         If you are a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting.  You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2.         A proxy does not need to be a member of the Company but must attend the meeting to represent you.  Details of how to appoint the Chairman of the Extraordinary General Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

3.         You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please complete the requisite number of proxy forms and state clearly on each form how many shares it relates to. Failure to specify clearly the number of shares to which the proxy appointment relates, will result in the appointment being invalid.

4.         A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.  If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.  Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Appointment of proxy using hard copy proxy form

5.         The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

·     completed and signed;

·     sent or delivered to the Company at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES; and

·     received by the Company no later than 10.00 a.m. on 12 July 2011.

In the case of a member which is a company, the proxy form must be executed under its common seal or duly signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

6.         In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, onlythe appointment submitted by the most senior holder will be accepted.  Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).  

Changing proxy instructions

7.         To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Company.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

8.         In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES.  In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.  Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

9.         The revocation notice must be received by the Company not less than six hours before the time fixed for holding the relevant meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the meeting and voting in person.  If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Appointment of a corporate representative

10.       Under the Companies (Jersey) Law 1991, a body corporate may only appoint one corporate representative.  A shareholder which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.

Entitlement to attend and vote

11.       Pursuant to the Articles of Association of the Company, the Company specifies that only those persons specified on the register of members of the Company at 10.00 a.m. on 12 July 2011 shall be entitled to attend or vote at the meeting.  Changes to the register of members of the Company after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Communication

12.       Except as provided above, members who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted): writing to the Company at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES or calling the Company on + 44 (0) 870 707 4040.

13.       You may not use any electronic address provided either: in this Notice of Extraordinary General Meeting; or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

FORM OF PROXY

KazakhGold Group Limited
(the 'Company')

Extraordinary General Meeting

BEFORE COMPLETING THIS FORM, PLEASE READ THE EXPLANATORY NOTES BELOW.

I/We

……............................................................……………………………………………

of ……...................................................………….......……….....................................................………….......…..………..................................................................................................

(PLEASE INSERT FULL NAME AND ADDRESS IN BLOCK CAPITALS)

being (a) member(s) of the Company, hereby appoint:

……...………………………......................….……………..................................................

of …….…………......................................................................…………………………

……...………………………......................….……………..................................................

or failing him the Chairman of the Extraordinary General Meeting (Note 3) as my/our proxy to vote for me/us on my/our behalf in respect of all the shares/the shares numbered            to            held by me/us (Note 4) as directed below at the Extraordinary General Meeting of the Company to be held at 10.00 a.m. on 14 July 2011 at 88 Wood Street, London, EC2V 7RS, United Kingdom and at any adjournment of it. I/We request such proxy to vote on the following resolutions as we have indicated by marking the appropriate box with an 'X'.  If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote as he or she thinks fit in relation to any other matter which is properly put before the meeting.

	Resolutions	For	Against	Vote Withheld	Discretionary
	SPECIAL RESOLUTIONS
1.	THAT the Memorandum of Association of KazakhGold be amended to increase KazakhGold's authorised share capital by the creation of 1,500,000,000 new ordinary shares and that paragraph 6 of the Memorandum of Association of KazakhGold be deleted and replaced with the following paragraph 6:  "The share capital of the Company  is £360,000 divided into 3,600,000,000 ordinary shares of £0.0001 each.".
2.	THAT the name of the Company be changed to "Polyus Gold International Limited", conditional upon the admission to listing on the standard segment of the Official List of the UKLA, and to trading on the regulated part of the International Order Book of the London Stock Exchange, of the global depositary receipts, each representing one ordinary share of the Company, being issued in connection with the series of conditional transactions through which KazakhGold intends to acquire substantially all of the entire issued share capital of OJSC Polyus Gold.

Names of joint holders (if any)

…….........................................................................................

Date…….........................................................................2011

Signed……............................................................................

Notes to the proxy form:

1.         As a member of the Company you are entitled to appoint a proxy to attend and vote on your behalf at a general meeting of the Company.  You can only appoint a proxy using the procedures set out in these notes.

2.         Appointment of a proxy does not preclude you from attending the meeting and voting in person.  If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3.         A proxy does not need to be a member of the Company but must attend the meeting to represent you.  To appoint as your proxy a person other than the Chairman of the meeting, insert their full name and address in the box.  If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.  If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

4.         You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.  You may not appoint more than one proxy to exercise rights attached to any one share.  To appoint more than one proxy, please complete a separate form for each proxy and clearly indicate the shares to which the appointment relates.

5.         To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'.  To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.  Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

6.         To appoint a proxy using this form, the form must be:

·          completed and signed;

·          sent or delivered to the Company at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES; and

·          received by the Company no later than 48 hours before the time fixed for the meeting.

7.         In the case of a member that is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney of the company.

8.         Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 

9.         Any alteration made to this form of proxy should be initialled.

10.       In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

11.       If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

12.       For details of how to revoke your proxy appointment see the notes to the notice of the Extraordinary General Meeting.

DEFINITIONS

The following definitions apply throughout this Circular and the accompanying Form of Proxy unless the context requires otherwise:

Term	Meaning
ADS Form of Acceptance	the form of acceptance to be completed by Polyus ADS Holders holding Polyus ADSs outside DTC who wish to accept the Private Exchange Offer
AltynGroup	AltynGroup Kazakhstan LLP, a limited liability partnership controlled by members of the Assaubayev family
Board	the board of directors of KazakhGold whose names are set out on page 1 of this Circular
Circular	this document dated 20 June 2011
Code	The City Code on Takeovers and Mergers
Combined Group	the combined group resulting from the Proposed Combination
Company	KazakhGold Group Limited
Depositary	The Bank of New York Mellon, in its capacity as depositary for the Level I GDRs and KazakhGold GDRs
Directors	members of the Board
Eligible Polyus ADS Holders	Polyus ADS Holders that are incorporated and registered, if applicable, and 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 legal entities incorporated, registered or located in the Russian Federation, that are "qualified investors" under the Russian Securities Market Law
Eligible Polyus Securityholders	Eligible Polyus Shareholders and Eligible Polyus ADS Holders
Eligible Polyus Shareholders	Polyus Shareholders that are incorporated and registered, if applicable, and/or located outside the Russian Federation and other jurisdictions in which the making and accepting the Private Exchange Offer is not permitted by applicable legislation, and certain individuals and legal entities incorporated, registered or located in the Russian Federation to whom the Private Exchange Offer document will be addressed by KazakhGold, that are "qualified investors" under the Russian Securities Market Law
Exchange Agent	BNY Mellon, acting through BNY Mellon Shareowner Services, the exchange agent for the Private Exchange Offer
Exchange Ratio	for each Polyus Share: 17.14 KazakhGold GDRs for each Polyus ADS*: 8.57 KazakhGold GDRs *Every two Polyus ADSs represent one Polyus Share.
Extraordinary General Meeting	the extraordinary general meeting of KazakhGold to be held at 10.00 a.m. on 14 July 2011, notice of which is set out at the end of this Circular
Expiration Time	5:00 p.m., New York time, or 10.00 p.m., London time, on 18 July 2011 (or 01.00 a.m., Moscow time, on 19 July 2011), unless extended, the deadline for acceptances of the Private Exchange Offer
FAS	the Federal Anti-monopoly Service of the Russian Federation
Forms of Acceptance	the ADS Form of Acceptance and the Share Form of Acceptance
Form of Proxy	the form of proxy accompanying this Circular for use in connection with the Extraordinary General Meeting
FSA	the Financial Services Authority of the UK in its capacity as the competent authority under Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA
FSMA	the Financial Services and Markets Act 2000
GDR Deposit Agreement	the Deposit Agreement entered into between KazakhGold and the Depositary on 30 November 2005, as amended and restated on 26 July 2006
HSBC	HSBC Bank plc
Jenington	Jenington International Inc., an indirect wholly-owned subsidiary of Polyus Gold
Jenington Option Agreement	the conditional option agreement between Jenington and KazakhGold pursuant to which KazakhGold has the option to acquire Jenington's entire holding of 10,776,161 Polyus Shares, representing, in aggregate, approximately 5.65% of the existing issued ordinary share capital of Polyus Gold, in exchange for  KazakhGold Shares, using the same exchange ratio as is used in the Private Exchange Offer
KazakhGold	KhazakhGold Group Limited
KazakhGold GDRs	the global depositary receipts of KazakhGold, each representing one KazakhGold Share, including the Level I GDRs and the Regulation S GDRs
KazakhGold GDR Holders	the holders of Level I GDRs
KazakhGold Group	KazakhGold and its subsidiaries
KazakhGold Shares	ordinary shares of KazakhGold, each with a nominal value of £0.0001
KazakhGold Shareholders	the holders of KazakhGold Shares
Level I GDRs	Level I Global Depositary Shares, each representing one KazakhGold Share
London Stock Exchange	London Stock Exchange plc
MINT	Ministry of Industry and New Technologies of the Republic of Kazakhstan
Nafta	a privately-owned group of companies under the beneficial ownership of Mr. Suleiman Kerimov, including Nafta Moskva (Cyprus) Limited and Wandle Holdings Limited
Notice of Extraordinary General Meeting	the notice of the Extraordinary General Meeting of KazakhGold set out at the end of this Circular
Official List	the Official List of the UKLA
Onexim	a privately-owned group of companies under the beneficial ownership of Mr. Mikhail Prokhorov, including Onexim Holdings Limited and Coverico Holdings Co. Limited and Bristaco Holdings Co. Limited
Options	each of (i) the options granted by certain entities under the respective beneficial ownership of Nafta and Onexim to KazakhGold to purchase the Polyus Securities under the Option Agreement and (ii) the option granted to KazakhGold under the Jenington Option Agreement
Panel	the Panel on Takeovers and Mergers
Partial Offer	the recommended partial offer by Jenington made on of 9 July 2009 to acquire 50.1% of the issued and to be issued KazakhGold Shares (including KazakhGold Shares represented by GDRs) that was declared wholly unconditional on 14 August 2009
Polyus ADSs	the Level I American depositary shares of Polyus Gold, with two Polyus ADSs representing one Polyus Share
Polyus ADS Holders	the holders of Polyus ADSs
Polyus Gold	OJSC Polyus Gold
Polyus Gold Group	Polyus Gold and its subsidiaries
Polyus Securities	the Polyus Shares and/or Polyus ADSs, as the case may be
Polyus Securityholders	the holders of Polyus Shares or Polyus ADSs, or both
Polyus Shareholders	the holders of Polyus Shares
Polyus Shares	the common shares of Polyus Gold, each with a nominal value of RUB 1.00
Premium Listing	a listing of equity shares on the premium segment of the UKLA's Official List
Principal Shareholders Option Agreement	the conditional option agreement between KazakhGold and certain entities beneficially owned by each of Nafta and Onexim, under which such entities have granted KazakhGold the Options
Principal Shareholders of Polyus Gold	Nafta and Onexim
Private Exchange Offer	the conditional private exchange offer to be made by KazakhGold to acquire 16% of the issued and outstanding share capital of Polyus Gold from Eligible Polyus Securityholders, on the terms and conditions to be set out in the Private Exchange Offer Document and the Forms of Acceptance
Private Exchange Offer Document	the Private Exchange Offer document to be sent to Eligible Polyus Securityholders in connection with the Private Exchange Offer
Proposed Combination	the proposed combination of KazakhGold and Polyus Gold
Prospectus	the prospectus to be issued by KazakhGold in connection with the Private Exchange Offer and admission of Level I GDRs and Regulation S/Rule 144A GDRs to the Official List and to trading on the regulated part of the International Order Book
Regulation S GDRs	Global depositary receipts outside the United States under the GDR Deposit Agreement
Regulatory Information Service	one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information in respect of listed companies
Resolutions	the three special resolutions set out in the Notice of Extraordinary General Meeting
Rule 144A GDRs	Global depositary receipts issued inside the United States under KazakhGold's GDR Deposit Agreement inside the United States
Russian Joint Stock Companies Law	the Russian Federal Law No. 208-F2 dated 26 December 1995 "On Joint Stock Companies", as amended
Russian Securities Market Law	the Russian Federal Law No. 39-FZ dated 22 April 1996 "On the Securities Market", as amended
Share Form of Acceptance	the form of acceptance to be completed by Polyus Shareholders to accept the Private Exchange Offer
Standard Listing	a listing of securities on the standard segment of the UKLA's Official List
Transactions	the series of conditional transactions through which KazakhGold intends to acquire all or substantially all of the entire issued share capital of Polyus Gold including the Private Exchange Offer, and the exercise of the Options under the Principal Shareholders Option Agreement and the Jenington Option Agreement
UKLA	United Kingdom Listing Authority, a division of the FSA in its capacity as a competent authority under Part VI of FSMA
USD	the lawful currency of the United States

 

END

 

 

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