TIDMPGIL
RNS Number : 4609E
Sacturino Limited
04 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
4 November 2015
For immediate release
Sacturino Limited ("Sacturino")
Cash offer
for
Polyus Gold International Limited ("Polyus Gold")
Offer Wholly Unconditional and Closing of Offer
On 13 October 2015, Sacturino published and posted to Polyus
Gold Shareholders an offer document containing, amongst other
things, the full terms and conditions of its cash offer (the
"Offer") for the entire issued and to be issued share capital of
Polyus Gold that Sacturino or its immediate parent, Wandle Holdings
Limited ("Wandle Holdings"), did not already hold or have an
interest in (the "Offer Document"), together with, for use by the
holders of Polyus Gold Shares in certificated form, the related
Form of Acceptance.
Sacturino is pleased to announce that the Offer has become
wholly unconditional and that the Offer is to close on 17 November
2015. Further details are set out below.
Term and expressions used in this announcement shall, unless the
context otherwise requires, have the same meaning as given to them
in the Offer Document, a copy of which is available at
www.wandleholdings.com.
Level of acceptances
As at 1 p.m. (London time) on 3 November 2015, Sacturino had
received valid acceptances (including acceptances pursuant to the
undertakings and letters of intent set out below) of the Offer in
respect of 1,782,617,388 Polyus Gold Shares, representing
approximately 58.79 per cent. of the existing issued share capital
of Polyus Gold and approximately 98.35 per cent. of the Polyus Gold
Shares to which the Offer relates, which Sacturino may count
towards the satisfaction of the acceptance condition of the Offer.
Save for acceptances in respect of 14,070 Polyus Gold Shares
(representing 0.00% of the existing issued share capital of Polyus
Gold) from entities of JSC VTB Bank, so far as Sacturino is aware,
none of these acceptances have been received from persons acting,
or deemed to be acting, in concert with Sacturino for the purposes
of the Offer.
Before the posting of the Offer Document, Wandle had received an
irrevocable undertaking or letters of intent to accept or procure
the acceptance of the Offer in respect of in aggregate
1,212,135,919 Polyus Gold Shares, representing approximately 39.98
per cent. of the existing issued share capital of Polyus Gold.
Accordingly, when the acceptances set out above are taken
together with the Polyus Gold Shares already held by Wandle
Holdings which are capable of being counted towards the
satisfaction of the acceptance condition of the Offer for the
purposes of Rule 10 of the Code, Sacturino now holds or has
received acceptances in respect of 2,294,198,165 Polyus Gold Shares
representing approximately 75.66 per cent. of the existing issued
share capital of Polyus Gold.
Please note that Wandle Holdings is also interested in
708,099,899 Polyus Gold Shares representing 23.35 per cent. of the
existing issued share capital of Polyus Gold which are the subject
of repurchase agreements with various counterparties and such
shares have not been counted towards the satisfaction of the
acceptance condition for the purposes of Rule 10 of the Code.
As a result, Sacturino is pleased to announce that the
acceptance condition at paragraph 1(a) of Appendix I of the Offer
Document has now been satisfied and valid acceptances have been
received in respect of Polyus Gold Shares which carry in aggregate
more than 90 per cent. in nominal value of Polyus Gold Shares to
which the Offer relates. All conditions relating to the Offer have
now either been satisfied or waived and the Offer has become wholly
unconditional.
The percentages of Polyus Gold Shares referred to in this
announcement are based on a figure of 3,032,149,962 Polyus Gold
Shares in issue as at 27 October 2015, being the latest date on
which Polyus Gold released information under Rule 2.10 of the
Code.
Offer to close on 17 November 2015
Sacturino announces that the Offer will remain open until 1.00
p.m. (London time) on 17 November 2015 but will not be extended
beyond that date.
Polyus Gold Shareholders who have not yet accepted the Offer are
urged to do so by that date by taking the following action:
-- If you hold your Polyus Gold Shares in certificated form
(that is, not in CREST), you should complete and return the signed
Form of Acceptance (which accompanied the Offer Document) along
with any appropriate documents of title as soon as possible and, in
any event, so as to be received by the Receiving Agent by no later
than no later than 1 p.m. (London time) on 17 November 2015 in
accordance with the procedure set out in the Offer Document.
-- If you hold your Polyus Gold Shares in uncertificated form
(that is, in CREST), you should ensure that an Electronic
Acceptance is made by you (or on your behalf) and settled as soon
as possible and, in any event, by no later than 1 p.m. (London
time) on 17 November 2015 in accordance with the procedure set out
in the Offer Document. If you are a CREST sponsored member, you
should refer to your CREST sponsor as only your CREST sponsor will
be able to send the necessary TTE instruction(s) to Euroclear.
-- If you are a Polyus Gold GDR Holder who wish to participate
in the Offer, you should follow the relevant procedures and
complete the relevant actions set out in the Offer Document as soon
as possible and, if you hold your Polyus Gold GDRs:
o directly in DTC, in any event, no later than 5 p.m. (New York
time) on 12 November 2015; and
o indirectly in DTC (that is, through Euroclear or Clearstream),
prior to the deadlines set by those systems.
Polyus Gold Shareholders and Polyus Gold GDR Holders are advised
to read paragraph 13 of the letter from Sacturino contained in the
Offer Document which contains full details on how to accept, or, in
the case of Polyus Gold GDR Holders, participate in the Offer.
Intention to de-list and re-register as a private company
As set out in the Offer Document, now that the Offer has become
unconditional in all respects and Sacturino has received valid
acceptances in respect of Polyus Gold Shares, which, when taken
together with those Polyus Gold Shares already held by Wandle
Holdings (including those Polyus Gold Shares which are the subject
of repurchase agreements in respect of which Wandle Holdings
continues to control the voting rights), carry more than 75 per
cent. of the voting rights of Polyus Gold, Sacturino intends to
procure that Polyus Gold will apply to the London Stock Exchange
and the UKLA to cancel the admission to trading of the Polyus Gold
Shares on the London Stock Exchange and the admission to listing of
Polyus Gold Shares on the premium listing segment of the Official
List, respectively.
The cancellation of listing and admission to trading is
anticipated to take effect on 3 December 2015, being 20 business
days from the date of this announcement.
It is also Sacturino's intention that, following a de-listing,
Polyus Gold will be re-registered as a private limited company.
Polyus Gold Shareholders are reminded that de-listing and
re-registration would significantly reduce the liquidity and
marketability of any Polyus Gold Shares in respect of which the
Offer has not been accepted at that time.
Compulsory Acquisition
As referred to above, the valid acceptances represent
approximately 98.35 per cent. of the Polyus Gold Shares to which
the Offer relates. Sacturino will now therefore commence the
procedure pursuant to the provisions of Articles 117 and 118 of
Part 18 of the Companies Jersey Law to acquire compulsorily the
remaining Polyus Gold Shares to which the Offer relates. Notices
will be sent by Sacturino to non-accepting Polyus Gold Shareholders
informing them of the compulsory acquisition of their Polyus Gold
Shares in due course.
In accordance with Rule 26.1 of the Code, a copy of the Offer
Document, the Form of Acceptance and this announcement will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Wandle Holdings' website
at www.wandleholdings.com. The content of that website is not
incorporated into, and does not form part of, this
announcement.
Enquiries
VTB Capital plc Alex Metherell +44 (0) 203 334 8415
Grant Ringshaw +44 (0) 20 7282 2851
Citigate Dewe Rogerson David Westover +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.
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