PUBLICATION OF SUPPLEMENTARY

RNS Number : 7976Q

KazakhGold Group Ltd

09 August 2010

 

 9 August 2010

PUBLICATION OF SUPPLEMENTARY PROSPECTUS

KazakhGold Group Limited ("KazakhGold" or the "Company") announces that on 9 August 2010, in accordance with the Prospectus Directive, it published a supplementary prospectus (the "Supplementary Prospectus") to the Prospectus dated 2 July 2010.  The Supplementary Prospectus contains information set forth in the two RNS announcements released by the Company on 3 August 2010 and 5 August 2010, respectively, in relation to a freezing order placed over certain bank accounts of its main operating subsidiary, JSC Kazakhaltyn MMC.  By way of update to such information, the Supplementary Prospectus also discloses that the Company expects a decision from the court on the appeal by Kazakhaltyn against the freezing order on 13 August 2010, and, in the event that the appeal by Kazakhaltyn to lift the freezing order is unsuccessful or the freezing order is not further relaxed or revoked by the Kazakh authorities to permit Kazakhaltyn to pay its other operating expenses, the Board of Directors of KazakhGold expects that Kazakhaltyn may be forced to suspend its operations early in the week commencing 16 August 2010.

The Supplementary Prospectus will 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 Supplementary Prospectus is also available for download from KazakhGold's website at: http://www.kazakhgold.com and copies will be made available 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).

Enquiries:

KazakhGold Alexey V. Chernushkin, Director, Capital Markets and IR	[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 of KazakhGold and OJSC Polyus Gold (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 in the Prospectus dated 2 July 2010 (the "Private Exchange Offer") 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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