Consent Solicitation Launch

RNS Number : 2972H

KazakhGold Group Ltd

25 May 2011

 



For Immediate Release

25 May 2011

Announcement of Bond Consent Solicitation

Not for release, publication or distribution, in whole or in part, in, into the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

KazakhGold Group Limited (the "Issuer") announces today that it has commenced a consent solicitation in respect of its U.S.$200,000,000 9.375 per cent. Senior Notes due 2013 (the "Notes"). The final voting deadline for submission of electronic voting instructions for the extraordinary resolution of the Noteholders (the "Extraordinary Resolution") in relation to the consent is 5.00 p.m. (London time) on 14 June 2011.

The purpose of the consent solicitation is to obtain the consent of Noteholders (1) to waive pre-emptively certain breaches of the terms and conditions of the Notes that are expected to arise in connection with a possible combination between the Issuer and OJSC Polyus Gold ("Polyus Gold") and any default or event of default that may arise as a result of any restructuring, redomiciliation or liquidation of the Issuer's subsidiary Romanshorn LC AG, (2) to waive pre-emptively certain breaches of the terms and conditions of the Notes that may arise as a result of the entry by the Issuer and AltynGroup Kazakhstan LLP into the Restated and Amended Principal Agreement dated 10 April 2011 (the "RAPA") in connection with the transactions contemplated by the RAPA(which were described in the announcement made by KazakhGold on 11 April 2011), and (3) to waive certain existing breaches by the Issuer under the terms and conditions of the Notes and to acknowledge and agree that no breach is continuing with respect to certain previous breaches of the terms and conditions of the Notes.  The consents relating to the possible combination between the Issuer and Polyus Golddescribed in (1) above will remain valid until 31 December 2012.  There is no termination date for the other consents and acknowledgements sought as part of the consent solicitation.

As previously announced, the Issuer is continuing its preparations for a possible combination of the Issuer with Polyus Gold, under which the Issuer would acquire all or substantially all of the issued share capital of Polyus Gold through a series of transactions.  The possible combination is subject to approval by the Board of the Issuer and there can be no assurance that the possible combination will be commenced or, once commenced, that it will be completed on the terms described in the Consent Solicitation Statement distributed to Noteholders in connection with the waivers.

The proposed waivers are described in more detail in the consent solicitation statement dated 25 May 2011 (the "Consent Solicitation Statement").  The Consent Solicitation Statement will only be made available in electronic form, and will only be provided to and may only be acted upon by Noteholders which have confirmed that they are not a U.S. Person (within the meaning of Regulation S under the US Securities Act of 1933 as amended) or acting on behalf of a U.S. Person or physically located in the United States, its territories and possessions, and to persons to whom it may be lawfully made in accordance with the laws of the jurisdiction in which they are located. 

Neither the completion of the possible combination between the Issuer and Polyus Gold nor completion of the transactions contemplated in the RAPA are in any way contingent upon the approval by Noteholders of the Extraordinary Resolution.

If all of the conditions to the Consent Solicitation Statement have been satisfied or waived including that the Extraordinary Resolution is passed, (i) the Issuer will pay to all Noteholders who vote in favour of the Extraordinary Resolution and do not later revoke their vote a consent fee of U.S.$20 for each U.S.$1,000 in principal amount of the Notes held at the time of voting, and (ii) starting on 6 November 2011, the rate of interest of the Notes, payable to all Noteholders, will be increased by 0.5 per cent. per annum to 9.875 per cent. per annum.

To be passed, the Extraordinary Resolution requires a majority voting in favour constituting at least three‑quarters of the votes cast at a duly convened and quorate meeting of the Noteholders (the "Meeting"). If passed, the Extraordinary Resolution will be binding upon all the Noteholders. The Meeting will be held at 3.00 p.m. (London time) on 17 June 2011 at the offices of Debevoise & Plimpton LLP at Tower 42, Old Broad Street, London EC2 1HQ, United Kingdom. Voting can take place by electronic voting instruction via the clearing systems or by attending the Meeting and producing a Note or a valid form of proxy.

The Issuer has retained Morgan Stanley & Co. International plc ("MSI") to act as sole Solicitation Agent and D. F. King (Europe) Limited to act as Tabulation Agent ("DFK").  Copies of the Consent Solicitation Statement can be obtained by eligible Noteholders from D. F. King (Europe) Limited. 

Requests for information in relation to the consent solicitation should be directed to Liability Management Europe at MSI by e-mail to: [e-mail].  Requests for information in relation to the procedures for voting in the Meeting should be directed to DFK at [phone] or by e-mail to: [e-mail].

This press release is not a solicitation of consents nor shall it be deemed a solicitation of consents with respect to any securities.  The consent solicitation will be made solely to eligible Noteholders by the Consent Solicitation Statement dated 25 May 2011. 

For further information please contact:

Enquiries:
Alexey V. Chernushkin, Director, CM and IR
Evguenia V.Buydina, IR manager
[phone]
[phone]
[e-mail]

Anton A. Arens, PR Director
[phone]
[phone]
[e-mail]

 

END

 

 

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