5 Jul 2010 13:06

KazakhGold shareholders to discuss Polyus Gold RTO July 27

LONDON. July 5 (Interfax) - Kazakh gold miner KazakhGold's shareholders will discuss issues related to a proposed reverse takeover of parent company Polyus Gold at a meeting on July 27, KazakhGold said in a statement.

On June 30, KazakhGold and Polyus Gold announced a Proposed Combination, which, if completed, would result in the KazakhGold acquiring all or substantially all of the issued share capital of Polyus Gold. Following completion of the Proposed Combination, Polyus Gold will become a subsidiary of KazakhGold, and KazakhGold, subject to shareholder approval, will be renamed "Polyus Gold International Limited," a leading international gold company with a single London listing and a market cap of approximately $11 billion.

Shares and depositary receipts for shares in Polyus Gold will be converted into KazakhGold securities at ratios of one Polyus Gold share for 9.26 KazakhGold Global Depositary Receipts (GDRs) and one Polyus Gold American Depositary Receipt (ADR) for 4.885 KazakhGold GDRs. Polyus Gold's core shareholders, Nafta Moskva, Onexim and Jenington, which holds quasi-treasury shares in Polyus Gold, have already consented to the exchange, and Polyus Gold GDR holders are due to give their approval.

KazakhGold said its shareholders would vote on increasing the company's issued shares by 1.9 billion new shares, partly to turn these into GDRs.

The KazakhGold shareholders will also vote on charter amendments and on renaming the company as Polyus Gold International Limited.

Mikhail Prokhorov's Onexim will own 36.8% of the new company, Suleiman Kerimov's Nafta Moskva - 36.4%, Jenington - 8.6%, current KazakhGold minority shareholders - 3.2% and Polyus Gold minorities - 15.1%.

Polyus Gold plans to delist its GDRs from the London Stock Exchange, where Polyus Gold International will be listed instead, but it might continue to be listed on Russia's RTS and MICEX exchanges.