TIDMPGIL
RNS Number : 1231C
Sacturino Limited
13 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
13 October 2015
For immediate release
Sacturino Limited ("Sacturino")
Cash offer
for
Polyus Gold International Limited ("Polyus Gold")
Posting of Offer Document
On 30 September 2015, Sacturino announced the terms of a cash
offer (the "Offer") for the entire issued and to be issued share
capital of Polyus Gold that Sacturino or its immediate parent,
Wandle Holdings Limited ("Wandle Holdings"), do not already hold or
have an interest in.
Sacturino is today publishing and posting to Polyus Gold
Shareholders the offer document containing, amongst other things,
the full terms and conditions of the Offer (the "Offer Document"),
together with, for use by the holders of Polyus Gold Shares in
certificated form, the related Form of Acceptance.
Under the terms of the Offer, Polyus Gold Shareholders are
entitled to receive US$2.97 per Polyus Gold Share in cash. The
Offer values the entire issued and to be issued share capital of
Polyus Gold at approximately US$9.0 billion.
The Offer is open for acceptance until 1.00 p.m. (London time)
on 3 November 2015 (or such later time(s) or date(s) as Sacturino
may determine, subject to the consent of the Panel, where
required).
Acceptance of the Offer
To accept the Offer in respect of Polyus Gold Shares in
certificated form (that is, not in CREST), you should complete and
return the signed Form of Acceptance as soon as possible and, in
any event, so as to be received by the Receiving Agent by no later
than no later than 1.00 p.m. (London time) on 3 November 2015 in
accordance with the procedure set out in the Offer Document.
To accept the Offer in respect of Polyus Gold Shares held in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs as soon as possible and, in any event, no later
than 1.00 p.m. (London time) on 3 November 2015 in accordance with
the procedure set out in the Offer Document. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.
Polyus Gold GDR Holders who wish to tender into the Offer should
follow the relevant procedures and complete the relevant actions
set out in the Offer Document as soon as possible and, in any
event, no later than 5.00 p.m. (New York time) on 29 October
2015.
Polyus Gold Shareholders and Polyus Gold GDR Holders are advised
to read paragraph 13 of the letter from Sacturino contained in the
Offer Document which contains full details on how to accept, or, in
the case of Polyus Gold GDR Holders, tender into, the Offer.
If you require assistance in completing your Form of Acceptance
(or wish to obtain an additional Form of Acceptance), please
telephone Equiniti, the Receiving Agent, on 0371 384 2050 (from
within the UK) or on +44 121 415 0259 (if calling from outside the
UK). Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday
(excluding UK public holidays) Calls to the helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes.
Please note that Equiniti cannot provide advice on the merits of
the Offer nor give any financial, tax, investment of legal
advice.
In accordance with Rule 26.1 of the Code, a copy of the Offer
Document, the Form of Acceptance and this announcement will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Wandle Holdings' website
at www.wandleholdings.com. The content of that website is not
incorporated into, and does not form part of, this
announcement.
Defined terms in this announcement shall, except where defined
in this announcement or the context requires otherwise, have the
meanings given to them in the Offer Document.
Enquiries
+44 (0) 203 334
VTB Capital plc Alex Metherell 8415
+44 (0) 20 7282
2851
Citigate Dewe Grant Ringshaw +44 (0) 20 7282
Rogerson David Westover 2886
VTB Capital plc, which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United
Kingdom by the Prudential Regulation Authority and the Financial
Conduct Authority, is acting exclusively for Sacturino and no-one
else in connection with the matters set out in this announcement,
and will not be responsible to anyone other than Sacturino for
providing the protections afforded to clients of VTB Capital plc or
for providing advice in relation to the matters referred to in this
announcement.
Further information
This Announcement, which does not constitute a prospectus or
prospectus equivalent, is for information purposes only and is not
intended to, and does not constitute, or form part of an invitation
or offer to sell or to purchase, or otherwise subscribe for or
acquire, or to sell or otherwise dispose of any securities, or the
solicitation of an offer to purchase or subscribe for any
securities, or any solicitation of any vote of approval in any
jurisdiction pursuant to the Offer or otherwise.
The full terms and conditions of the Offer (including details of
how to accept the Offer or, in the case of eligible Polyus Gold GDR
Holders, to instruct The Bank of New York Mellon, as tender agent,
to accept the Offer on their behalf) are set out in the Offer
Document and, in the case of certificated Polyus Gold Shares, the
related Form of Acceptance. The Offer is being made solely through
the Offer Document and, in the case of certificated Polyus Gold
Shares, the Form of Acceptance, and any acceptance of the Offer
should be made only on the basis of the information contained in
the Offer Document and, in the case of certificated Polyus Gold
Shares, the Form of Acceptance. Further details of how eligible
Polyus Gold GDR Holders can tender into the Offer are set out in
the Offer Document.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by,
or otherwise subject to, the laws of those jurisdictions, and
therefore persons into whose possession this announcement comes
should inform themselves about and observe any such laws or
regulations. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. It is the responsibility of each such person to
satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any government or other consents which may be required
to be observed and the payment of any taxes or fees in such
jurisdictions.
Copies of this Announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction, and persons
receiving this Announcement (including custodians, nominees and
trustees) must not mail or otherwise distribute or send it in, into
or from such Restricted Jurisdictions as doing so may invalidate
any purported acceptance of the Offer.
This Announcement has been prepared in compliance with English
law and regulation (including the Code), and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws and regulations of jurisdictions outside England.
This Announcement is not an offer of securities for sale in any
Restricted Jurisdiction.
Notice to US investors
The Offer is being made for securities of a company domiciled in
Jersey, The Channel Islands and Polyus Gold Shareholders in the
United States should be aware that this Announcement, the Offer
Document and any other documents relating to the Offer have been or
will be prepared in accordance with the Code and applicable
disclosure requirements, format and style, all of which differ from
those in the United States. Polyus Gold's financial statements, and
all financial information that is included in this Announcement or
that may be included in the Offer Document, or any other documents
relating to the Offer, have been or will be prepared in accordance
with International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws and otherwise
in accordance with the requirements of English law, Jersey Law, the
Code, the Takeover Panel, the London Stock Exchange and the
Financial Conduct Authority. Accordingly, the Offer will be subject
to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and
law.
While the Offer is being made available to holders of Polyus
Gold Shares in the United States, the right to tender Polyus Gold
Shares is not being made available in any jurisdiction within the
United States in which the making of such offer or the right to
tender such Polyus Gold Shares would not be in compliance with the
laws of such jurisdiction.
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