Polyus creates UK parent company ahead of premium listing
MOSCOW. Oct 6 (Interfax) - The controlling shareholder of Polyus Gold - the Jersey-registered Polyus Gold International (PGIL) - has registered a new company Polyus Gold plc, incorporated in England and Wales, which will become the parent company for the holding, the gold miner said in a statement.
PGIL's intention is to achieve inclusion in the FTSE UK Index Series, and the new parent must be created in UK jurisdiction in order to receive a premium listing in London - registration in UK territory lowers the free float threshold to 25%, whereas in other cases the proportion of shares in free float must be at 50%.
Holders of PGIL (formerly KazakhGold) GDRs may elect to exchange their GDRs either for Polyus Gold plc ordinary shares or Polyus Gold plc American Depositary Shares at a ratio of one to one.
The plans are subject to approval by the Russian government's commission for control over foreign investment and PGIL shareholders. If these approvals are received, changes to the corporate structure will take effect on November 9, 2011. Approval from the Royal Court of Jersey is also needed.
It is expected that Polyus Gold plc will issue Level I ADRs (one ADR for on share) for 4.99% of issued shares. The ADR will trade on the U.S. OTC market, for which Polyus will need SEC clearance.
Polyus Gold plc will have the same board of directors as PGIL. Its financial results will still be expressed in U.S. dollars. The changes to the corporate structure will not entail any changes to the company's business or strategy.
Once the PGIL shares and receipts have been delisted, the former KazakhGold will become a Polyus Gold plc subsidiary and will be re-registered as a private company.
The holders of at least 75% of shares in PGIL will have to approve changes to the corporate structure and they are expected to vote on the issue on October 28. The PGIL GDR should be delisted by November, when trading in Polyus Gold plc can begin.
OJSC Polyus Gold was renamed Polyus Gold International following the reverse takeover (RTO) on July 26, 2011, in which KazakhGold acquired 89.14% of Polyus Gold and was renamed Polyus Gold International.
Polyus Gold later exchanged additional Polyus Gold ADRs for its own GDRs to increase its stake to 91.5%, and announced on August 30 hat it was offering to buy minority shareholders out for 1,900.27 rubles a share.
Suleiman Kerimov's Nafta Moskva currently owns just over 37.9% of Polyus Gold and Mikhail Prokhorov's Onexim - just over 36.4%, while Jenington holds over 8.2% quasi-treasury shares.