Polymetal Announces Results of EGM
OREANDA-NEWS. June 23, 2009. Further to the announcement by JSC “Polymetal” (LSE, MICEX, RTS: PMTL) (“Polymetal” or the “Company”) on May 14, 2009 in relation to new share issuance launch, Polymetal announces the results of the Extraordinary General Meeting of Shareholders of the Company (“EGM”) that was held today in the form of absentee voting, reported the press-centre of Polymetal.
Agenda of the EGM was the following:
To withdraw the resolutions approved by the Extraordinary General Meeting of Polymetal’s shareholders on March 17, 2009;
To increase the share capital of the Company by a placement of new ordinary shares.
All items on the agenda were approved by the EGM. In relation to item 2 of the agenda, the EGM approved an increase of the share capital of Polymetal by placing 84,375,000 new ordinary shares (the “New Shares”) by way of a closed subscription in the following way (the price of placement of the New Shares and the value of the property that can comprise the consideration for the New Shares will be determined by the Company’s Board of Directors (the “Board”) after the New Share issuance is registered in accordance with Russian law):
No more than 7,500,000 New Shares – in exchange for 35,934 shares in CJSC “Artel of prospectors “Ayax” a company holding the mining license for the Goltsovoye silver deposit (“Ayax”) (which equates to 89.6% of the issued share capital of Ayax; the remaining 10.4% stake in Ayax is already owned by Polymetal);
No more than 10,000,000 New Shares – in exchange for 100% of OOO “Rudnik Kvartsevyi”, a Russian company holding the mining licenses for the Sopka Kvartsevaya and Dalniy gold-silver deposits;
No more than 66,875,000 New Shares – to JSC “Polymetal Management”, a 100% subsidiary of Polymetal and to Polymetal shareholders who elect to exercise their pre-emptive rights to acquire shares (see below).
Under Russian law, shareholders who voted ‘against’ or did not vote in relation to resolution 2 at the EGM will have pre-emptive rights to acquire New Shares of Polymetal in proportion to their respective equity stakes in the Company as at the record date (May 14, 2009) at a price that will be determined by the Board. Polymetal is investigating with its depositary the opportunity to extend to holders of its Global Depositary Receipts (“GDRs”) corresponding pre-emptive rights. 66,875,000 of the New Shares minus the number of New Shares in respect of which Polymetal shareholders elect to exercise their pre-emptive rights will be available to be acquired by JSC “Polymetal Management”.
The Company is planning to file the documents necessary for registration of the above share issuance, including a prospectus, with the Federal Financial Markets Services (“FSFR”) before the end of June 2009. It will take a minimum of 30 days from the date of filing of the documents to register the issuance.
Once the issuance is registered, the Board will determine the placement price for the New Shares, and eligible shareholders will be notified of their pre-emptive rights to acquire New Shares and will have 45 days from the date of notification to exercise such rights.
When this period expires, the process of placing New Shares among the participants of the closed subscription will commence. This process will take up to 30 working days to complete.
A further period of approximately 20 days will be needed to file a share issuance report with the FSFR and have it registered.
Therefore, the Company expects to complete the new share issuance in November 2009.
Polymetal will provide updates on the progress of the new share issuance process and details about how pre-emptive rights to acquire New Shares may be exercised by eligible shareholders in due course.
Комментарии