Polyus Gold Sales Assets in Kazakhstan and Kyrgyzstan
OREANDA-NEWS. December 24, 2012. Further to previous announcements regarding the intention of Polyus Gold International Limited (LSE — PGIL, OTC (US) — PLZLY) (the "Company") to dispose of the Company’s assets in Kazakhstan and Kyrgyzstan, in view of the previously announced transaction not proceeding, the Company has now entered into new agreements for the sale of its assets in Kazakhstan and Kyrgyzstan to a consortium consisting of Institute Project B.V., Financial Services B.V. and Folkstand Consortium Limited. To effect the transaction:
Romanshorn LC AG, a wholly owned subsidiary of the Company, and the Company have agreed to sell 100% of the shares in Kazakhaltyn MMC JSC ("Kazakhaltyn") to Institute Project B.V. for a cash consideration of USD 10 million, payable in full at completion;
Jenington International Inc. ("Jenington"), an indirect subsidiary of the Company, has agreed to novate all of its rights and obligations under all the loan agreements between Kazakhaltyn, as borrower, and Jenington, as lender, to Institute Project B.V. and Financial Services B.V. for an aggregate cash consideration of USD 299,000,000, payable in full at completion, with the loan for the total amount of USD 284,315,808 as of 14 December 2012 (including principal and interest) to be novated to Financial Services B.V. for the consideration equal to USD 284,315,808 plus the interest accrued and outstanding on such loan until completion date, and the loans for the total amount of USD 181,884,382 as of 14 December 2012 to be novated to Institute Project B.V. for the total consideration of USD 14,684,192 less the interest accrued and outstanding on the first loan until the completion date. The price payable for the novation of the loans is subject to adjustment depending on the level of working capital of Kazakhaltyn group.
The Company has also agreed to sell 100% of shares in Norox Mining Company Limited to Folkstand Consortium Limited for a cash consideration of USD 1 million, payable in full at completion.
Completion of the transactions is subject to certain conditions, including the receipt of all necessary governmental consents, approvals and waivers in Kazakhstan. The transaction agreements may be terminated if, among other things, the conditions to completion are not satisfied on or before 1 April 2013 (or such later date as the parties may agree). Disclosure by the Company of further information regarding the ownership of Institute Project B.V., Financial Services B.V. and Folkstand Consortium Limited is subject to confidentiality undertakings agreed by the parties in the transaction documents.
The transaction is not expected to have any material effect on the ongoing operations or profitability of the Company. The net proceeds will be utilised for general corporate purposes.
Kazakhaltyn is the holding company of the Company’s operating subsidiaries in Kazakhstan. Norox Mining Company Limited is the holding company of the Company’s operating subsidiaries in Kyrgyzstan. These operating subsidiaries mainly comprise of the following mining operations in Northern and Eastern Kazakhstan: the Aksu mine (which consists of the Aksu mine and adjacent Quartzite Hills deposits), the Bestobe mine, the Zholymbet mine and the Akzhal mine. In addition, these assets include development properties in Northern, Eastern and Central Kazakhstan as well as exploration projects at Yuzhny Karaultube and Kaskabulak. The value attributable to the gross assets being sold was USD 405 million as at 30 June 2012 and the segment profits attributable to these assets for the 6 months ended 30 June 2012 were USD 23 million, in each case in accordance with the Company’s interim financial report for the six months ended 30 June 2012.
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