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Sacturino Limited  -     

Cash offer by Sacturino Limited for Polyus Gold

Released 08:05 04-Nov-2015

RNS Number : 4611E
Sacturino Limited
04 November 2015





4 November 2015


For immediate release

Wandle Holdings Limited ("Wandle")


Cash offer by Sacturino Limited ("Sacturino") for

Polyus Gold International Limited ("Polyus Gold")


Wandle is pleased to note that the offer (the "Offer") made by its wholly owned subsidiary Sacturino for all of the issued (and to be issued) share capital of Polyus Gold which Sacturino or Wandle did not already hold or have an interest in has become wholly unconditional, with those shares held by Wandle or Sacturino or in which they have an interest and in respect of which the Offer has been accepted now representing over 98% of Polyus Gold's existing issued share capital. Wandle encourages Polyus Gold shareholders who have not done so to accept the Offer while it remains open for acceptance, that is until 1.00 pm (UK time) on 17 November 2015.

Wandle confirms the importance it attaches to high corporate governance standards and its intention that Polyus Gold OJSC  (in which Polyus Gold has a 95% interest) will have a board of directors whose composition reflects the level of independence appropriate for best governance practices and will continue with its policies being in compliance with the laws of the Russian Federation, the company's Charter and internal policies, as well as  with the company's obligations in connection with its publicly traded securities.



VTB Capital plc

Alex Metherell

+44 (0) 203 334 8415




Citigate Dewe Rogerson

Grant Ringshaw

David Westover

+44 (0) 20 7282 2851

+44 (0) 20 7282 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 (the "Offer Document") which has been issued in respect of the Offer 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.


Cautionary note regarding forward-looking statements

This Announcement may contain 'forward-looking statements' concerning the Polyus Gold OJSC. Generally, use of words such as 'anticipate', 'continue', 'estimate', 'expect', 'forecast', 'intend', 'may', 'plan', 'project', 'should', 'will' or similar expressions is likely to identify forward-looking statements, which reflect current views about future events but are subject to risks and uncertainties that could cause actual outcomes to differ materially from those expressed in a forward-looking statement. Many such risks and uncertainties relate to factors which those making the forward-looking statement are unable to control or estimate precisely: for example, changes in general economic and business conditions, changes in currency exchange and interest rates, introduction of new or competing products or services and the behaviour of other market participants. Accordingly, forward-looking statements should be regarded with caution, and undue reliance should not be placed upon them.


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.

Neither the US Securities Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this Announcement or the Offer Document. It may be difficult for US holders of Polyus Gold securities to enforce their rights under and any claim arising out of the US federal securities laws, since Wandle and Polyus Gold are located outside the United States, and some or all of their officers and directors may be resident outside the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Sacturino or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Polyus Gold Shares, other than pursuant to the Offer, at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code, the rules of the London Stock Exchange and Rule 14e-5 under the Exchange Act to the extent applicable.  To the extent required to be disclosed in accordance with applicable regulatory requirements, information about any such purchases will be disclosed on a next day basis to the Takeover Panel and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will as applicable also be publicly disclosed in the United States.


Certain figures included in this Announcement have been subjected to rounding adjustments.



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Cash offer by Sacturino Limited for Polyus Gold - RNS