TIDMPGIL
RNS Number : 4611E
Sacturino Limited
04 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR
INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
4 November 2015
For immediate release
Wandle Holdings Limited ("Wandle")
Cash offer by Sacturino Limited ("Sacturino") for
Polyus Gold International Limited ("Polyus Gold")
Wandle is pleased to note that the offer (the "Offer") made by
its wholly owned subsidiary Sacturino for all of the issued (and to
be issued) share capital of Polyus Gold which Sacturino or Wandle
did not already hold or have an interest in has become wholly
unconditional, with those shares held by Wandle or Sacturino or in
which they have an interest and in respect of which the Offer has
been accepted now representing over 98% of Polyus Gold's existing
issued share capital. Wandle encourages Polyus Gold shareholders
who have not done so to accept the Offer while it remains open for
acceptance, that is until 1.00 pm (UK time) on 17 November
2015.
Wandle confirms the importance it attaches to high corporate
governance standards and its intention that Polyus Gold OJSC (in
which Polyus Gold has a 95% interest) will have a board of
directors whose composition reflects the level of independence
appropriate for best governance practices and will continue with
its policies being in compliance with the laws of the Russian
Federation, the company's Charter and internal policies, as well as
with the company's obligations in connection with its publicly
traded securities.
Enquiries
VTB Capital plc Alex Metherell +44 (0) 203 334 8415
Grant Ringshaw +44 (0) 20 7282 2851
Citigate Dewe Rogerson David Westover +44 (0) 20 7282 2886
VTB Capital plc, which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United
Kingdom by the Prudential Regulation Authority and the Financial
Conduct Authority, is acting exclusively for Sacturino and no-one
else in connection with the matters set out in this announcement,
and will not be responsible to anyone other than Sacturino for
providing the protections afforded to clients of VTB Capital plc or
for providing advice in relation to the matters referred to in this
announcement.
Further information
This Announcement, which does not constitute a prospectus or
prospectus equivalent, is for information purposes only and is not
intended to, and does not constitute, or form part of an invitation
or offer to sell or to purchase, or otherwise subscribe for or
acquire, or to sell or otherwise dispose of any securities, or the
solicitation of an offer to purchase or subscribe for any
securities, or any solicitation of any vote of approval in any
jurisdiction pursuant to the Offer or otherwise.
The full terms and conditions of the Offer (including details of
how to accept the Offer or, in the case of eligible Polyus Gold GDR
Holders, to instruct The Bank of New York Mellon, as tender agent,
to accept the Offer on their behalf) are set out in the offer
document (the "Offer Document") which has been issued in respect of
the Offer and, in the case of certificated Polyus Gold Shares, the
related Form of Acceptance. The Offer is being made solely through
the Offer Document and, in the case of certificated Polyus Gold
Shares, the Form of Acceptance, and any acceptance of the Offer
should be made only on the basis of the information contained in
the Offer Document and, in the case of certificated Polyus Gold
Shares, the Form of Acceptance. Further details of how eligible
Polyus Gold GDR Holders can tender into the Offer are set out in
the Offer Document.
Cautionary note regarding forward-looking statements
This Announcement may contain 'forward-looking statements'
concerning the Polyus Gold OJSC. Generally, use of words such as
'anticipate', 'continue', 'estimate', 'expect', 'forecast',
'intend', 'may', 'plan', 'project', 'should', 'will' or similar
expressions is likely to identify forward-looking statements, which
reflect current views about future events but are subject to risks
and uncertainties that could cause actual outcomes to differ
materially from those expressed in a forward-looking statement.
Many such risks and uncertainties relate to factors which those
making the forward-looking statement are unable to control or
estimate precisely: for example, changes in general economic and
business conditions, changes in currency exchange and interest
rates, introduction of new or competing products or services and
the behaviour of other market participants. Accordingly,
forward-looking statements should be regarded with caution, and
undue reliance should not be placed upon them.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by,
or otherwise subject to, the laws of those jurisdictions, and
therefore persons into whose possession this announcement comes
should inform themselves about and observe any such laws or
regulations. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. It is the responsibility of each such person to
satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any government or other consents which may be required
to be observed and the payment of any taxes or fees in such
jurisdictions.
Copies of this Announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction, and persons
receiving this Announcement (including custodians, nominees and
trustees) must not mail or otherwise distribute or send it in, into
or from such Restricted Jurisdictions as doing so may invalidate
any purported acceptance of the Offer.
This Announcement has been prepared in compliance with English
law and regulation (including the Code), and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws and regulations of jurisdictions outside England.
This Announcement is not an offer of securities for sale in any
Restricted Jurisdiction.
Notice to US investors
The Offer is being made for securities of a company domiciled in
Jersey, The Channel Islands and Polyus Gold Shareholders in the
United States should be aware that this Announcement, the Offer
Document and any other documents relating to the Offer have been or
will be prepared in accordance with the Code and applicable
disclosure requirements, format and style, all of which differ from
those in the United States. Polyus Gold's financial statements, and
all financial information that is included in this Announcement or
that may be included in the Offer Document, or any other documents
relating to the Offer, have been or will be prepared in accordance
with International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws and otherwise
in accordance with the requirements of English law, Jersey Law, the
Code, the Takeover Panel, the London Stock Exchange and the
Financial Conduct Authority. Accordingly, the Offer will be subject
to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and
law.
While the Offer is being made available to holders of Polyus
Gold Shares in the United States, the right to tender Polyus Gold
Shares is not being made available in any jurisdiction within the
United States in which the making of such offer or the right to
tender such Polyus Gold Shares would not be in compliance with the
laws of such jurisdiction.
Neither the US Securities Exchange Commission nor any US state
securities commission has approved or disapproved the Offer or
passed upon the adequacy or completeness of this Announcement or
the Offer Document. It may be difficult for US holders of Polyus
Gold securities to enforce their rights under and any claim arising
out of the US federal securities laws, since Wandle and Polyus Gold
are located outside the United States, and some or all of their
officers and directors may be resident outside the United
States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, Sacturino or its nominees or brokers (acting as agents)
or their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, Polyus Gold Shares,
other than pursuant to the Offer, at any time prior to completion
of the Offer. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. Any such purchases, or arrangements to purchase, will
comply with all applicable UK rules, including the Code, the rules
of the London Stock Exchange and Rule 14e-5 under the Exchange Act
to the extent applicable. To the extent required to be disclosed in
accordance with applicable regulatory requirements, information
about any such purchases will be disclosed on a next day basis to
the Takeover Panel and will be available from any Regulatory
Information Service, including the Regulatory News Service on the
London Stock Exchange website, www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory
requirements, this information will
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November 04, 2015 03:05 ET (08:05 GMT)
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