17 Nov 2011 15:38

Investment commission could discuss Polyus Gold re-domiciliation Nov 21-23

MOSCOW. Nov 17 (Interfax) - The Russian government's commission on foreign investment in strategic sectors could re-address the issue of re-domiciliation by the country's No. 1 gold miner Polyus Gold early next week, Igor Artemiyev, head of the Federal Antimonopoly Service, told reporters.

"The commission will meet at the beginning of next week. We propose putting this issue [Polyus Gold] on the agenda," Artemiyev said.

He also said the commission would discuss proposals to restrict the number of shares a company with strategic assets in Russia can float abroad.

The Russian government's commission on foreign investment in strategic sectors at a session in October decided to defer the Polyus Gold issue due to lack of information.

Polyus Gold's controlling shareholder, the Jersey-registered Polyus Gold International, has registered a new company, Polyus Gold plc, in England and Wales. The new company is supposed to become the holding's parent company, and the holders of shares and Global Depositary Receipts (GDR) in Polyus Int will swap those securities for shares in the new company.

FAS chief Artemiyev said at the end of last month that the commission would approve the change in jurisdiction for the gold miner before long. "The problem's not with Polyus Gold. The question that arises here is that the commission has decided to interpret the law and take a short pause in order to understand how major strategic companies are floated on foreign exchanges," Artemiyev said at the time.

"We submitted proposals to the government last week. Of course we're suggesting limits because we're talking about strategic enterprises, but these aren't draconian measures," he said on November 17.

Polyus Gold said following the commission's meeting in October that Polyus Gold Plc would have to delay its debut on the London Stock Exchange due to the investment commission's decision to defer its consideration of the transfer of control over the gold miner.

The investment commission's consent is needed for the deal. If granted, and approved by Polyus Gold International shareholders, the changes to the corporate structure would have come into effect by November 9.

Polyus Gold is setting a company up in UK jurisdiction in order to obtain a premium listing on the LSE. This would enable it to lower the free float threshold to 25%, while the threshold for a Jersey-registered company is 50%. The company's free float is currently around 13.7%. British press reports say Polyus Gold has asked the regulator to lower the 25%-threshold.

It is expected that, following a mandatory buyback offer to minority shareholders, Polyus Gold Int (formerly KazakhGold) will directly and through subsidiary Jenington control 95.36% of shares in OJSC Polyus Gold, whose shares have been excluded from the quotation lists of Russian exchanges and have been allowed to trade on MICEX and the RTS as non-listed shares.

Polyus Gold International's main shareholders are Suleiman Kerimov's Nafta Moskva with 37.9% and Mikhail Prokhorov's Onexim with 36.4%. A company called Jenington controls 7.5% in quasi-treasury shares.

The Jersey-registered Polymetal International plc, the holding company for silver and gold miner Polymetal, recently obtained a premium listing on the LSE with a free float of 50.7%; and the London-registered Evraz plc had a free float of 23.38% when it was admitted.