Polyus Gold Reports on Results of Share Election
OREANDA-NEWS. June 14, 2012. Polyus Gold International Limited (LSE - PLGL, OTC (US) - PLZLY, "PGIL" or the "Company"), the largest gold producer in Russia, is pleased to announce the results of the share election described in the Company's announcement of 17 May 2012, as part of which holders of Level 1 Global Depository Receipts ("GDRs") could elect to surrender their GDRs in order to receive delivery of the underlying ordinary shares of the Company (the "Shares"), reported the press-centre of PGIL.
All valid elections for Shares that were received prior to 5:00 pm (New York time) on 12 June 2012 have been accepted by the Company, subject to the admission of the Shares 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"). As of 5:00 pm (New York time) on 12 June 2012, valid elections to receive 1,969,244,608 Shares had been received from holders of GDRs.
The valid elections included elections for 128,307,152 Shares from holders of GDRs held in DTC, excluding those held in Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). On the basis of elections received prior to the deadline, Shares representing GDRs remaining in the Company's GDR programme will be approximately 2 per cent of the Company's total issued share capital at the time of Admission. Therefore, on the basis of the number of valid elections received prior to the deadline, no pro-ration of the remaining GDRs will be needed in order to limit the Company's GDR programme to the GDR facility ceiling, which, as announced previously, is 4.99% of the total issued share capital of the Company.
As noted in the Company's announcement of 17 May 2012 and in the Form of Election and Delivery Instruction, on 18 June 2012, all GDRs not registered in the name of a nominee of DTC, including GDRs that are held by a depository for Euroclear or Clearstream, and all those GDRs in DTC that were the subject of a valid Form of Election and Delivery Instruction will be cancelled and holders of those GDRs will be notified that they are required to surrender them for withdrawal of the Shares that they represent. Delivery of the Shares will occur on the date of Admission, which is currently expected to occur on 19 June 2012.
This announcement may include forward-looking statements. These forward-looking statements include matters that are not historical facts or statements and reflect the company's intentions, beliefs or current expectations concerning, among other things, the company's results of operations, financial condition, liquidity, performance, prospects, growth, strategies, and the industry in which the company operates. By their nature, forwarding-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the actual results of operations, financial condition and liquidity of the Company and its consolidated subsidiaries (the "Group") and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Important factors that could cause those differences include, but are not limited to: changing business or other market conditions, general economic conditions in Russia and elsewhere, and the ability of the companies in the Group to respond to trends in its industry. Additional factors could cause actual results, performance or achievements to differ materially. The Group and each of its directors, officers, employees and advisors expressly disclaim any obligation or undertaking to release any update of or revisions to any forward-looking statements in this announcement and any change in the expectations of the Group or any change in events, conditions or circumstances on which these forward-looking statements are based.
This announcement does not constitute or form part of any advertisement of securities, any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for, any securities of any company.
This announcement and the information contained therein are not for release, publication or distribution in whole or in part in or into the Russian Federation except as permitted by Russian law. This announcement and the information contained therein are not, and under no circumstances are to be construed as, a public offer, placement, public circulation, advertising or advertisement or an invitation to make offers to sell, purchase, exchange or otherwise transfer or dispose of any securities, including securities of foreign issuers, or other financial instruments in the Russian Federation within the meaning of Russian securities laws or to or for the benefit of any persons or entities resident, incorporated, established or having their usual residence in the Russian Federation, or to or for the benefit of any person located within the territory of the Russian Federation, who is not a "qualified investor" within the meaning of Article 51.2 of the Russian Federal Law "On the Securities Market" No. 39-FZ dated 22 April 1996, as amended (the "Russian Securities Market Law"). The Shares and GDRs have not been and will not be registered in Russia or admitted to placement and/or public circulation in the Russian Federation and this announcement and the information contained therein are not to be passed on to third parties or otherwise be made publicly available in the Russian Federation. The securities of the Company referred to above are not intended for "offering", "placement" or "circulation" (each as defined in Russian securities laws) in the Russian Federation and may not be offered to any person in the Russian Federation, except as permitted by Russian law.
Any person resident, registered or incorporated in the Russian Federation or who has obtained a copy of this announcement at an address within the Russian Federation and who is not a "qualified investor" (as defined in Article 51.2 of the Russian Securities Market Law) is required to disregard it.
 There can be no assurance that Admission will occur, and Admission remains subject to the approval of the U.K. Listing Authority.