Business
Proposed Combination
Proposed Combination.
About this update from Kazera Global Plc
[{"type":"text","content":"\n \nRNS Number : 6948I KazakhGold Group Ltd 17 June 2011 \n \n\n\n\n\n\nFor immediate release\n\n\n17 June 2011\n\n\n\n\n \nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR THE RUSSIAN FEDERATION, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE REGISTRATION THEREOF\nThis document is not a prospectus but an advertisement. Investors should not subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus which will be published shortly in accordance with the Prospectus Directive and made available on the KazakhGold website, www.kazakhgold.com \n \nPROPOSED COMBINATION\nof\nKAZAKHGOLD GROUP LIMITED\nand\nOJSC POLYUS GOLD\n \n \nThe Board of KazakhGold Group Limited (\"KazakhGold\") and OJSC Polyus Gold (\"Polyus Gold\") are pleased to announce the proposed combination of KazakhGold and Polyus Gold (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.\n \nThe Proposed Combination, if completed, will create a single holding company listed on the London Stock Exchange owning the businesses of both KazakhGold and Polyus Gold, thereby unifying the shareholder bases of the respective companies.\n \nBackground\n \nOn 9 July 2009, Polyus Gold, through its indirect wholly-owned subsidiary, Jenington International Inc. (\"Jenington\"), made a recommended partial offer to acquire 50.1% of the issued and to be issued share capital of KazakhGold (the \"Partial Offer\"). The Partial Offer was declared unconditional on 14 August 2009. As part of the Partial Offer, Jenington also agreed to underwrite the USD 100 million equity capital raising of new KazakhGold Shares which was placed with Jenington and a number of qualified investors on 1 July 2010(the \"Placing\"). Accordingly, Jenington now owns 65% of the issued share capital of KazakhGold.\n \nSince acquiring its interest in KazakhGold in 2009, Polyus Gold has managed KazakhGold and, through Jenington, has funded the development and operations of KazakhGold through two USD 50 million s...