Sacturino Limited Offer Wholly Unconditional and Closing of Offer (4609E)

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     [phone] 
 
                           Grant Ringshaw     [phone] 
 Citigate Dewe Rogerson     David Westover     [phone] 
 

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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November 04, 2015 03:00 ET (08:00 GMT)