Business
Transaction announcement
Transaction announcement.
About this update from Kazera Global Plc
[{"type":"text","content":"\n RNS Number : 5512O KazakhGold Group Ltd 30 June 2010 \n \n\n\n\n\n\nFor immediate release\n\n\n30 June 2010\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\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 substantially all of the issued share capital of Polyus Gold, currently the indirect controlling shareholder of KazakhGold.\n \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 was declared unconditional on 14 August 2009.\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 shareholder loans.\n \nThe Proposed Combination will create a single holding company which will combine the businesses of both KazakhGold and Polyus Gold, unifying the shareholder bases of the companies under a single listing on the London Stock Exchange.\n \n \nTerms of the Proposed Combination\n \nThe Proposed Combination is to be effected through an exchange of new KazakhGold Shares and GDRs for Polyus Gold common shares and ADSs (represented by ADRs). Under the terms of the Proposed Combination, the consideration to be offered to Polyus Securityholders will be as follows:\n \n· for each Polyus Share: 9.260 KazakhGold GDRs\n \n· for each Polyus ADS*: 4.885 KazakhGol...