OREANDA-NEWS. October 06, 2011. JSC "Polymetal" (LSE, MICEX, RTS: PMTL) ("Polymetal" or the "Company") announces that Polymetal International Plc, a company incorporated in Jersey, Channel Islands ("Polymetal International"), has made announcements, according to which, reported the press-centre of Polymetal:

PMTL Holding Limited ("PMTL"), a wholly owned subsidiary of Polymetal International, has made an exchange offer (called the "Institutional Share Swap Facility" or "ISSF") to acquire up to the entire share capital of the Company, whether in the form of Polymetal's ordinary shares (the "Polymetal Shares") or Polymetal's global depositary receipts (the "Polymetal GDRs") in exchange for ordinary shares in Polymetal International (the "Shares").

The ISSF is being made in connection with the intention of Polymetal International, together with certain major shareholders of the Company, to change the corporate structure of Polymetal. Under these proposals, Polymetal International will become the new holding company for the Company. Polymetal International will seek application for admission of its Shares to the premium listing segment of the Official List of the UK Financial Services Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). Concurrently with Admission, Polymetal International intends to proceed with an offering of its Shares to institutional investors in the United Kingdom and elsewhere (the "Offering"), which is expected to raise aggregate gross proceeds to Polymetal International of approximately USD 500 million. Proceeds from the Offering will be used to provide funding to PMTL to pay the consideration due under the mandatory tender offer which PMTL will be required to make when it closes the ISSF. Any remaining proceeds will be used to repay existing indebtedness of the Company.

At the time of this announcement, five Polymetal shareholders have irrevocably undertaken to PMTL to accept the ISSF in respect of in aggregate of 204,078,979 Polymetal Shares (including shares represented by GDRs), representing approximately 51.1% of the entire share capital of Polymetal and comprising all of their Polymetal Shares and GDRs. In addition, Vitaly Nesis, CEO of Polymetal, and all other members of the Management Board of Polymetal, have irrevocably undertaken to PMTL to accept the ISSF in respect of in aggregate of 3,367,000 shares, representing approximately 0.8% of the entire share capital of Polymetal, and comprising all of their Polymetal Shares. In aggregate, a total of 51.9% of current Polymetal shareholders have irrevocably undertaken to PMTL to accept the ISSF.

The ISSF is open for acceptances from 9 a.m., London time on September 30, 2011, and the deadline for acceptances of the ISSF is noon, London time, on October 21, 2011 (unless PMTL extends the period for accepting the ISSF). The ISSF is conditional on certain matters including Admission. PMTL or Polymetal International Plc expects to announce the level of acceptances of the ISSF on October 24, 2011.

The ISSF has been made to existing holders of Company Shares and/or GDRs outside of the Russian Federation, Australia, Canada, Italy and Japan who, under the laws of their jurisdictions, are permitted to participate in the ISSF in accordance with applicable laws and the terms of the Institutional Share Swap Facility, and to certain existing holders of Company Shares and/or GDRs inside the Russian Federation that are "qualified investors" under Article 51.2 of the Russian Federal Law No. 39-FZ dated 22 April 1996 "On Securities Market", as amended, or are otherwise permitted to receive foreign securities under Russian law.