TIDMPGIL
RNS Number : 1599C
Polyus Gold International Ltd
13 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
For Immediate Release
13(th) October 2015
Update from the Independent Committee of the Board of
Polyus Gold International Limited ("Polyus" or the
"Company")
Statement regarding Offer for Polyus
The Independent Committee of the Board of Polyus (the
"Independent Committee") notes the offer document (the "Offer
Document") released earlier today by Wandle Holdings Limited and
its wholly owned subsidiary Sacturino Limited (collectively and
individually, "Wandle") in relation to the offer to acquire all of
the issued and to be issued share capital of Polyus not already
held by Wandle for $2.97 per share in cash (the "Offer").
The Independent Committee, having received advice from Lazard
& Co., Limited and J.P. Morgan Cazenove in relation to the
Offer, continues firmly to believe that the Offer materially
undervalues the Company and its prospects, and therefore is not
capable of being recommended from a value perspective. In providing
advice to the Independent Committee, Lazard & Co., Limited and
J.P. Morgan Cazenove have taken into account the commercial
assessments of the Independent Committee.
The Independent Committee has continued to engage with Wandle's
advisers in order to seek an increase in the Offer price for Polyus
shareholders since the Rule 2.7 announcement made on 30(th)
September 2015 (the "Announcement"), and remains disappointed that
no such increase in the Offer price has been forthcoming.
Furthermore the Independent Committee notes the statements in
the Announcement on the 90 per cent. acceptance threshold to the
Offer in relation to the shares not held by Wandle, which represent
59.78 per cent. of the total Polyus shares outstanding, although
the Independent Committee also notes that this condition can be
waived by Wandle (and in certain other circumstances).
The Independent Committee advises shareholders other than Wandle
to take no further action at this stage, and to wait for the
Independent Committee's formal views on the Offer to be provided
within 14 days of this announcement.
For further information please contact:
Lazard & Co., Limited T: +44 (0) 20 7187 2000
William Rucker
Spiro Youakim
Nicola Pull
J.P. Morgan Cazenove T: +44 (0) 20 7742 4000
Barry Weir
Benjamin Davies
Jamie Riddell
Credit Suisse Securities (Europe) T: +44 (0) 20 7888 8888
Limited
Stuart Upcraft
Joe Hannon
Important Information
This announcement has been released by the Company on behalf of
the Independent Committee. It is for information purposes only, and
is not intended to and does not constitute, or form part of, an
offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction.
Lazard & Co., Limited, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively as
financial adviser to the Independent Committee of the Board of
Polyus and no one else in connection with the matters described in
this announcement, and will not be responsible for anyone other
than the Independent Committee of the Board of Polyus for providing
the protections afforded to clients of Lazard & Co., Limited
nor for providing advice in relation to the matters referred to in
this announcement. Neither Lazard & Co., Limited nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard & Co., Limited in connection with this announcement,
any statement contained herein or otherwise.
J.P. Morgan Limited, which conducts its U.K. investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
the Independent Committee of the Board of Polyus and no one else in
connection with the Offer and will not regard any other person as
its client in relation to the Offer or any other matter referred to
in this announcement and will not be responsible to anyone other
than the Independent Committee of the Board of Polyus for providing
the protections afforded to clients of J.P. Morgan Cazenove, nor
for providing advice in relation to the Offer or any other matter
referred to herein.
Credit Suisse Securities (Europe) Limited, which is authorised
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively as financial adviser to the Independent Committee of
the Board of Polyus and no one else in connection with the matters
described in this announcement, and will not be responsible for
anyone other than the Independent Committee of the Board of Polyus
for providing the protections afforded to clients of Credit Suisse
Securities (Europe) Limited nor for providing advice in relation to
the matters referred to in this announcement. Neither Credit Suisse
Securities (Europe) Limited nor any of its subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Credit Suisse Securities (Europe) Limited in connection with
this announcement, any statement contained herein or otherwise.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the
"Code"), any person who is interested in 1 per cent or more of any
class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any paper
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Website
A copy of this announcement will be available on the Company's
website at www.polyusgold.com. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 13, 2015 12:14 ET (16:14 GMT)
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