OREANDA-NEWS. May 05, 2012. Polyus Gold International Limited (LSE – PLGL, OTC (US) – PLZLY, PGIL or the “Company”), the largest gold producer in Russia, announces that its indirect, wholly-owned subsidiary, Jenington International Inc. (“Jenington”), has entered into separate agreements to sell, in privately negotiated transactions, reported the press-centre of PLGL.

151,607,496 Ordinary Shares in the Company (“Shares”), representing 5% less one share of the Company’s issued share capital, to Chengdong Investment Corporation (“Chengdong”) , a wholly-owned subsidiary of CIC International Co., Ltd.; and

50,198,271 Shares and 25,153,897 Level 1 Global Depositary Receipts (“GDRs”), representing 2.50% of the Company’s issued share capital, to JSC VTB Bank (“VTB”).

 The purchase price for the Shares is equal to USD 2.80 per share, and will result in aggregate gross proceeds received from the two transactions equal to USD 635.5 million. The Company expects that the transactions, which are conditioned on one another and subject to other conditions, will be completed on or about 11 May 2012.

The proceeds from the two sale transactions will be used to repay outstanding indebtedness and to finance development projects.

The Company also announces its intention to apply for Admission of the entire ordinary share capital of the Company to the premium listing segment of the Official List maintained by the U.K. Listing Authority and to trading on the main market of the London Stock Exchange (“Admission”). The Company plans to seek Admission of the Shares, although there can be no assurance that this will be obtained. The move to the premium listing segment is expected, amongst other things, to raise PGIL’s global profile, further improve access to capital, enhance corporate governance standards and improve liquidity. The Company has appointed J.P Morgan Cazenove as Sponsor in connection with Admission.

Each of the agreements with Chengdong and VTB contains certain warranties and covenants of the parties, including lock-up agreements of Chengdong and VTB lasting 180 days from the completion date, restrictions on the deposit of Shares by Chengdong and VTB into the Company’s Level 1 GDR programme for specified periods and limitations on the acquisition of further Shares or Level 1 GDRs by each of Chengdong and VTB if as a result of the acquisition it will hold more than 5% less one share in the Company’s issued share capital, subject in each case to certain exceptions. In addition, the Company has agreed to provide Chengdong and VTB with anti-dilution protections in the period prior to Admission and to carry on its business in the
ordinary course and not take certain fundamental actions without Chengdong’s or VTB’s consent for specified periods.

VTB Capital plc is acting as financial advisor to the Company and Jenington in connection with the transactions. Debevoise & Plimpton LLP is acting as legal advisor to the Company and Jenington.

German Pikhoya, Chief Executive Officer of Polyus Gold, commented:
“It is an honour for the Company to welcome Chengdong, part of CIC International, and VTB as shareholders of PGIL. We take the decision to invest in the Company made by these prominent investment institutions as a vote of confidence in the Polyus Gold International investment case.”