OREANDA-NEWS. October 10, 2011. New holding company incorporated in England and Wales to be put in place, reported the press-centre of PGIL.

New company, Polyus Gold plc, will be parent of PGIL

Preparation underway for an application to be made to the UK Listing Authority for the listing of the Polyus Gold plc ordinary shares on the premium listing segment of the Official List

Holders of PGIL shares to exchange their ordinary shares for Polyus Gold plc ordinary shares

Holders of PGIL GDRs may elect to exchange their GDRs either for Polyus Gold plc ordinary shares or Polyus Gold plc American Depositary Shares

Intention is to achieve inclusion in FTSE UK Index Series  

The proposals
As previously communicated, PGIL has commenced preparation for a move to the premium listing segment of the Official List of the UK Listing Authority (the “Official List”).  In order to maximise the benefit of this process, the Directors believe that the Company should pursue inclusion in the FTSE UK Index Series.   PGIL announces its intention to put in place a new parent company for the Polyus Gold Group, Polyus Gold plc, a company incorporated in England and Wales that will be tax-resident in the UK, and shortly after to undertake a reduction of capital of Polyus Gold plc (the “Proposals”). Inclusion in the FTSE UK Index Series, were it to be obtained, is expected to lead to a broader investor base and greater liquidity in the Polyus Gold plc ordinary shares (the “Polyus Gold plc Shares”). 

The Proposals are being implemented by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law (the "Scheme") and are subject to shareholder approval at a court-convened meeting (the "Court Meeting") and a general meeting (the "Scheme General Meeting").  A circular setting out full details of the Scheme and related matters has been sent to shareholders of PGIL (“PGIL Shareholders”) today (the "Circular") and a prospectus in relation to Polyus Gold plc is expected to be published on or around 31 October 2011 (the “Polyus Gold plc Prospectus”).  Both documents will be available to download on the Polyus Gold Group’s website (www.polyusgold.com) and will be submitted to the National Storage Mechanism and available for inspection at www.hemscott.com/nsm.do from their respective publication dates. If approved by the PGIL Shareholders, and subject to the satisfaction of certain other conditions, including the receipt of the prior consent of the Government Commission On Monitoring Foreign Investment in the Russian Federation (the “Strategic Approval”), the Scheme is expected to become effective on or around 9 November 2011 (the “Scheme Effective Date”).

The Directors intend that applications will be made to the UK Listing Authority and London Stock Exchange plc (“London Stock Exchange”) for all of the Polyus Gold plc Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission").  However, the making of such applications remains subject to the completion of a number of other preparatory steps that the Company is currently progressing, as well as the Directors' ongoing assessment of the suitability of stock market conditions, and consequently the expected timetable for Admission below is given for indicative purposes only and is subject to alteration and delay. A further announcement will be made in the event of any change to the indicative timetable for Admission.  The Directors will not take the necessary steps to enable the Scheme to become effective unless PGIL has received the Strategic Approval, and the formal processes have been put in place to de-list the PGIL global depositary receipts (with CUSIP number: 73180Y203 and ISIN number: US73180Y2037) (the “PGIL GDRs”) and to admit the Polyus Gold plc Shares to the premium listing segment of the Official List and the London Stock Exchange has agreed to admit the Polyus Gold plc Shares to trading on its main market for listed securities.

Subject to the Scheme becoming effective and Admission, PGIL will apply to the UK Listing Authority and the London Stock Exchange to have the listing of the PGIL GDRs on the standard listing segment of the Official List and the admission of the PGIL GDRs to trading on the London Stock Exchange's main market for listed securities respectively cancelled with effect from the Scheme Effective Date, currently envisaged as being 9 November 2011. 

It is expected that the Polyus Gold plc will set up a Level I American Depositary Shares programme for Polyus Gold plc (the “Polyus Gold plc ADS programme”), with the American Depositary Shares (“Polyus Gold plc ADSs”) trading only on the US over-the-counter market.  The establishment of the Polyus Gold plc ADS programme will require the registration of the Polyus Gold plc ADSs with the US Securities and Exchange Commission (“SEC”), and there is no guarantee that the Polyus Gold plc ADS programme will be established.  Each Polyus Gold plc ADS will represent one Polyus Gold plc Share.  The Polyus Gold plc ADSs will not be listed on any securities exchange and the proposed Polyus Gold plc ADS programme will be subject to a cap of 4.99% of the aggregate number of Polyus Gold plc Shares in issue reduced by the number of Polyus Gold plc Shares not represented by Polyus Gold plc ADSs held by the Depositary (as defined below) pending their distribution or sale.

Polyus Gold plc is expected to have the same board and the same business and operations immediately after the Scheme Effective Date as PGIL had before such date. The Scheme will not result in any changes in the day-to-day operations of the business of the Polyus Gold Group or its strategy. It is expected that Polyus Gold plc will maintain an office presence in the United Kingdom. It is expected that Polyus Gold plc will continue to report the Polyus Gold Group's financial results in US dollars.  Polyus Gold plc intends to comply with the UK Corporate Governance Code.

Terms of the Scheme
If the Scheme is implemented, PGIL Shareholders at the Scheme Record Time (expected to be 6.00 p.m. on 4 November 2011) will receive, in exchange for their Polyus Gold International Limited shares (“PGIL Shares”), Polyus Gold plc Shares on the following basis:
for each PGIL Share   one Polyus Gold plc Share

In addition, conditional upon the Scheme becoming effective and being implemented, the PGIL GDRs will be cancelled and the PGIL GDRs will be de-listed from the Official List and trading in the PGIL GDRs on the London Stock Exchange cancelled.  Upon such cancellation, holders of PGIL GDRs (“PGIL GDR Holders”) will be entitled to receive (subject to the payment of any applicable taxes and governmental charges to The Bank of New York Mellon as depositary for the PGIL GDR programme (the “Depositary”)) Polyus Gold plc Shares or Polyus Gold plc ADSs, as they may elect, on the following basis:

for each PGIL GDR one Polyus Gold plc Share or for each PGIL GDR one Polyus Gold plc ADS

With effect from the Scheme Effective Date, the rights attaching to the Polyus Gold plc Shares will be substantially the same as those attaching to the corresponding PGIL Shares, and the rights attaching to the Polyus Gold plc ADSs will be substantially the same as those attaching to the corresponding PGIL GDRs.  Upon the implementation of the Scheme, a holder of Polyus Gold plc Shares will have the same proportionate interest in the profits, net assets and dividends of the Polyus Gold Group as he currently has as a PGIL Shareholder.

If Admission is significantly delayed, then the Company will make an announcement to this effect, which may include details of how the postponement may affect the delivery instructions given by PGIL Shareholders (the “Form of Share Delivery Instruction”) and the delivery instructions given by PGIL GDR Holders (the “Forms of Election and Delivery Instruction”).

The effect of implementation of the Scheme will be as follows:

1. instead of having its share capital owned by the PGIL Shareholders, PGIL will become a subsidiary of Polyus Gold plc and will be re-registered as a private company shortly following the Scheme Effective Date;

2. instead of owning PGIL Shares, each PGIL Shareholder will own the same number of Polyus Gold plc Shares;

3. instead of owning PGIL GDRs, each PGIL GDR Holder will be entitled to receive Polyus Gold plc Shares or Polyus Gold plc ADSs, as it may elect by completing and delivering a Form of Election and Delivery Instruction;

4. Polyus Gold plc, a company incorporated in England and Wales and which is UK tax resident, will be the holding company of the Polyus Gold Group; and

5. instead of the PGIL GDRs being admitted to the standard listing segment of the Official List, the Polyus Gold plc Shares will be admitted to the premium listing segment of the Official List.

Upon effectiveness of the Scheme and surrender of its PGIL GDRs, each PGIL GDR Holder will become entitled to receive Polyus Gold plc Shares or Polyus Gold plc ADSs, as it may elect by completing and delivering a Form of Election and Delivery Instruction.  A PGIL GDR Holder who holds PGIL GDRs on the Scheme Record Date and whose Form of Election and Delivery Instruction is not received by BNY Mellon Shareowner Services by 5.00 p.m. (New York time) on 4 November 2011 will be deemed to have elected to receive its Polyus Gold plc Shares in the form of: (i) Polyus Gold plc ADSs in its account with The Depositary Trust Company ("DTC”), subject to the establishment and availability of the Polyus Gold plc ADS programme, if such PGIL GDR Holder holds its PGIL GDRs through DTC; (ii) Polyus Gold plc Shares in its Euroclear or Clearstream account if such PGIL GDR Holder holds its PGIL GDRs through a participant in Euroclear or Clearstream; or (iii) certificated Polyus Gold plc Shares if such PGIL GDR Holder holds its PGIL GDRs in certificated form.

All Polyus Gold plc Shares arising as a result of the Scheme are being issued to PGIL Shareholders in return for their existing PGIL Shares, with no additional payment required.  Stamp duty reserve tax ("SDRT") may be payable at the rate of 1.5% of the value of the PGIL GDRs that are surrendered for delivery of Polyus Gold plc ADSs, which may be refundable in the event of a successful outcome of the litigation referred to in paragraph 15 of Part III of the Circular. SDRT liability, if any, will be borne by the PGIL GDR Holders to whom the Polyus Gold plc ADSs are issued and must be paid as a condition of receiving Polyus Gold plc ADSs.

Conditions to implementation of the Scheme
The Scheme will require the approval of a majority in number, representing at least 75 per cent. in voting rights, of the PGIL Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting). The Scheme will also require separate approval by not less than two-thirds of the votes cast (in person or by proxy) at the Scheme General Meeting.

In addition to the approvals mentioned above, the Scheme will also be conditional upon, amongst other things, the sanction of the Scheme by the Royal Court of Jersey (the “Jersey Court”), and the Directors will not take the necessary steps to enable the Scheme to become effective unless (i) PGIL has received the Strategic Approval; (ii) formal processes have been put in place to de-list the PGIL GDRs and to admit the Polyus Gold plc Shares to the premium listing segment of the Official List; and (iii) the London Stock Exchange has agreed to admit the Polyus Gold plc Shares to trading on its main market for listed securities.

Polyus Gold plc Reduction of Capital
It is further proposed that Polyus Gold plc will undertake a reduction of capital approved and sanctioned by the English High Court (involving a reduction in the nominal value of the Polyus Gold plc Shares) shortly after the Scheme Effective Date which will create a reserve of distributable profits in Polyus Gold plc available to be distributed as dividends or applied towards any other lawful purpose (the "Polyus Gold plc Reduction of Capital").  In order to facilitate the Polyus Gold plc Reduction of Capital, the Polyus Gold plc Shares issued under the Scheme will have a nominal value of ?1.00 each, while the PGIL Shares have a nominal value of ?0.0001 each. However, upon the Polyus Gold plc Reduction of Capital becoming effective (which is expected to be on or around 24 November 2011), the nominal value of the Polyus Gold plc Shares will be reduced to ?0.50. These changes in nominal value are of a technical nature and do not affect the value of shareholdings.

Expected timetable of principal events

3 October 2011 GDR voting record date

5.00 p.m. (New York time) on 19 October 2011 Latest time for receipt by the Depositary of notice from PGIL GDR Holders of intention to withdraw from the PGIL GDR programme in order to be able to vote and attend in person at the Court Meeting and the Scheme General Meeting

5.00 p.m. (New York time) on 21 October 2011 Latest time for receipt by Depositary of the voting instructions lodged through the relevant clearance system and the white form of voting instruction for use by PGIL GDR Holders in connection with the Court Meeting and the Scheme General Meeting

2.00 p.m. (London time) on 26 October 2011 Latest time for receipt by PGIL’s registrars of the yellow form of proxy from PGIL Shareholders for the Court Meeting(1)

2.15 p.m. (London time) on 26 October 2011 Latest time for receipt by PGIL’s registrars of the green form of proxy from PGIL Shareholders for the Scheme General Meeting(1)

6.00 p.m. (London time) on 26 October 2011 Scheme voting record time for PGIL Shareholders
for the Court Meeting and the Scheme General Meeting(2)

2.00 p.m. (London time) on 28 October 2011 Court Meeting
2.15 p.m. (London time) on 28 October 2011 Scheme General Meeting(3)

On or about 31 October 2011 Expected date of publication of the Polyus Gold plc Prospectus(4)
9.00 am (London time) on 3 November 2011 Hearing by the Jersey Court of the representation to sanction the Scheme(5) (the “Jersey Court Hearing”)

6.00 pm (London time) on 4 November 2011 Latest time for receipt by PGIL's registrars of the  Form of Share Delivery Instruction from PGIL Shareholders

6.00 p.m. (London time) on 4 November 2011 Scheme Record Time and suspension of trading in PGIL GDRs

5.00 p.m. (New York time) on 4 November 2011 Latest time for receipt by BNY Mellon Shareowner Services of the Form of Election and Delivery Instruction from PGIL GDR Holders in order to receive Polyus Gold plc shares or Polyus Gold plc ADSs

On or about 9 November 2011 Scheme Effective Date and de-listing of PGIL GDRs from the Official List and cancellation of trading on the London Stock Exchange, Admission and commencement of dealings in Polyus Gold plc Shares on the London Stock Exchange(4)
On or about 9 November 2011 Crediting of Polyus Gold plc Shares in uncertificated form to CREST accounts

23 November 2011 English High Court hearing to sanction the Polyus Gold plc Reduction of Capital

24 November 2011 Polyus Gold plc Reduction of Capital becomes effective
5 December 2011 Despatch of share certificates in respect of Polyus Gold plc Shares in certificated form

Unless otherwise stated, all references to times in this announcement are to London time. The times and dates given are based on the Directors' current expectations and may be subject to change and delay. These times and dates are indicative only and will depend, amongst other things, on the date on which the Jersey Court sanctions the Scheme, the date on which the Strategic Approval is received and the date on which the Polyus Gold plc Prospectus is approved, as well as on the date on which the English High Court approves the Polyus Gold plc Reduction of Capital. In particular, certain court dates are subject to confirmation by the Jersey Court. If the scheduled date of the Jersey Court Hearing is changed, PGIL will give adequate notice of the change by issuing an announcement through an RIS. Any changes to other times or dates indicated above may, in PGIL’s discretion, be notified in the same manner. All PGIL Shareholders and PGIL GDR Holders may appear at the Jersey Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

Notes:
(1) Yellow forms of proxy for the Court Meeting not returned by this time may be handed to the Chairman of the Court Meeting or to PGIL’s registrars, Computershare, prior to the start of the Court Meeting.  To be valid, green forms of proxy for the Scheme General Meeting must be lodged by 6.00 p.m. on 26 October 2011.  PGIL GDR Holders who have withdrawn from the GDR programme in order to be able to attend the Court Meeting and the Scheme General Meeting in person should use these forms of proxy should they intend to appoint a person to attend the Court Meetings and/or the Scheme General Meeting as their proxy.

(2) If either the Court Meeting or the Scheme General Meeting is adjourned, the voting record time for the adjourned meeting will be 6.00 p.m. on the date falling two days before the adjourned meeting.

(3) To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned.

(4) The expected date of publication of the Polyus Gold plc Prospectus and the expected date of Admission are target dates only and in each case subject to the approval of the UK Listing Authority.

(5) For further details of the date and location of the Jersey Court Hearing, PGIL Shareholders and PGIL GDR Holders may consult the Polyus Gold Group’s website at www.polyusgold.com.  

For further information please contact:
PGIL:     Alexey V. Chernushkin
Tel.: 0208 528 1450