Polyus Zoloto : Statement by Polyus Gold International Limited (“Polyus” or the “Company”) Regarding Possible Offer for the Company by Wandle

02.09.2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Polyus Gold International Limited

Statement by Polyus Gold International Limited ("Polyus" or the "Company") Regarding Possible Offer for the Company by Wandle

The Independent Committee of the Board of Polyus notes the possible offer (the "Proposal") announced today by Wandle Holdings Limited and its wholly owned subsidiary Sacturino Limited (collectively and individually, "Wandle"), to acquire all of the issued and to be issued share capital of the Company not already held by Wandle for $2.97 per share in cash under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code").

There can be no certainty that an offer will be made, nor as to the terms on which any offer might be made. The Independent Committee of the Board advises Polyus shareholders to take no action until such time as it can make a recommendation.

Note 3 of Rule 2.5 of the Code requires the Independent Committee of the Board of Polyus to point out that this statement is being made by it without the prior agreement or approval of Wandle.

Pursuant to Rule 2.10 of the Code the Company confirms that there are 3,032,149,962 ordinary shares of 0.01p in issue with International Securities Identification Number JE00B5WLXH36.

A further announcement will be made as appropriate.

Further Information

Important Information
This announcement has been released by the Company on behalf of the Independent Committee. It is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction.
Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to the Independent Committee of the Board of Polyus and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than the Independent Committee of the Board of Polyus for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Website
A copy of this announcement will be available on the Company's website at www.polyusgold.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.