Publication of Prospectus and

RNS Number : 8340O

KazakhGold Group Ltd

05 July 2010

 



For immediate release

5 July 2010

KazakhGold Group Limited

PUBLICATION OF PROSPECTUS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

KazakhGold Group Limited ("KazakhGold" or the "Company") announces that on 2 July 2010, in accordance with the Prospectus Directive, it published a prospectus (the "Prospectus") relating to the proposed combination of KazakhGold with Polyus Gold announced on 30 June 2010 (the "Proposed Combination").

KazakhGold also announces that on 2 July 2010 it posted a circular (the "Circular") to its shareholders convening an extraordinary general meeting of KazakhGold shareholders (the "Extraordinary General Meeting") to approve the increase of KazakhGold's authorised share capital and other matters relating to the Proposed Combination.  The Extraordinary General Meeting will be held at 10.00 a.m. on 27 July 2010 at 88 Wood Street, London EC2V 7RS, United Kingdom.

The Prospectus and the Circular will each shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

The Prospectus and the Circular are each also available for download from KazakhGold's website at: http://www.kazakhgold.com and at KazakhGold's principal place of business at 88 Wood Street, London EC2V 7RS, United Kingdom during working hours on any business day (Saturdays, Sundays and public holidays excepted).

Definitions used in the announcement of the Proposed Combination dated 30 June 2010 have the same meaning when used in this announcement, unless the context requires otherwise.

Enquiries:

KazakhGold Alexey V. Chernushkin, Director, Capital Markets and IR	[phone]
Polyus Gold Evguenia V.Buydina, IR manager	[phone]
HSBC (financial adviser to KazakhGold) Sergei Chinkis Jan Sanders	[phone]

HSBC Bank plc ("HSBC"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for KazakhGold and no one else in connection with the Proposed Combination and will not be responsible to anyone other than KazakhGold for providing the protections afforded to clients of HSBC, nor for providing advice in relation to the Proposed Combination, the contents of this announcement or any other matter referred to herein.

General

Neither this announcement nor the information contained therein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities or other financial instruments in the Russian Federation or to or for the benefit of any person in Russia, and does not constitute and is not purported to constitute an offering to investors who are not "qualified investors" (as defined in the Russian Federal Law on the Securities Market) or advertisement of any securities or other financial instruments in Russia.  This announcement and the information contained therein must not be passed on to third parties or otherwise be made publicly available in Russia. Distribution of this document does not constitute placement and/or public circulation of securities or other financial instruments in Russia and the Private Exchange Offer referred to herein does not, and is not intended to, constitute a public offer in Russia.  The depositary receipts of KazakhGold Group Limited have not been and will not be registered in the Russian Federation and are not intended for and will not be admitted to "placement" or "public circulation" in Russia.

Notice to U.S. investors

It is important for U.S. securities holders to be aware that this announcement is subject to disclosure and regulations in England that are different from those in the United States.  In addition, U.S. securities holders should be aware that this announcement has been prepared in accordance with English format and style, which differs from the U.S. format and style.

The KazakhGold Shares to be represented by the KazakhGold GDRs have not been and will not be registered under the Securities Act or the securities laws of any state of the U.S., and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable U.S. state securities laws.

The Private Exchange Offer is made for Polyus Securities and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in this Document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for U.S. holders of KazakhGold GDRs to enforce their rights and any claim they may have arising under the U.S. federal securities laws, since KazakhGold is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. U.S. holders of KazakhGold GDRs may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws.  It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that KazakhGold may purchase Polyus Securities otherwise than under the Private Exchange Offer, such as in open market or privately negotiated transactions.

 

END

 

 

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