Share capital
As at 31 December 2009, the share capital of Polyus Gold consisted of 190,627,747 ordinary shares with a par value of RUB 1 each; among these, 10,776,161 ordinary shares (or 5.6951% of the share capital) were held by Jenington International Inc., which is a part of the Group.
The Company’s Charter has no provision for any preference shares.
The Company’s shares on the stock market
OJSC Polyus Gold’s ordinary shares are included in Quotation List B of the leading Russian stock exchanges, where they are traded under the PLZL ticker:
- CJSC MICEX Stock Exchange
- OJSC RTS Exchange
As at 31 December 2009, the Company’s market capitalization amounted to USD 10.1 billion.
A Level 1 American Depository Receipts (“ADR”) program for the Company’s shares was launched in July 2006. Under the ADR program, The Bank of New York acts as the Company’s depository bank and ING Bank (Eurasia) acts as the custodian. Initially, one ADR provided the right for one ordinary share of OJSC Polyus Gold.
According to the permit issued to OJSC Polyus Gold by the Russian Federal Financial Markets Service, the number of OJSC Polyus Gold ordinary shares that can circulate outside the Russian Federation, and for which American Depository Receipts may be issued, is 66,719,711 shares, which is 34.99% of the total number of the Company’s ordinary shares.
On 21 May 2008, the Board of Directors approved a change in the ratio for the conversion of the Company’s ordinary shares into American Depositary Receipts (ADRs) from 1:1 to 1:2. Since 10 June 2008, one ordinary share of the Company is converted in 2 American Depository Receipts.
As at 31 December 2009, 133,439,422 American Depository Receipts had been issued, which is 34.99% of the Company’s share capital. This means that OJSC Polyus Gold implemented the ADR program in full. As at the end of 2009, the total capitalization of OJSC Polyus Gold’s ADR program amounted to USD 3.7 billion.
American Depository Receipts for the Company’s shares are circulated as follows:
- On the Main market at the London Stock Exchange under the ticker symbol PLZL
- On the OTC Market in the USA under the ticker symbol OPYGY
- Off the listing at the Frankfurt Stock Exchange under the ticker symbol P6J2
Market quotations of the Company’s securities are used to calculate both Russian and international stock indices, such as RTS, MICEX, MSCI and FTSE (see the Table 5).
Table 5. List of stock indices, including the Company’s quotations
| |
Index |
| RTS |
RTS Index
RTS Standard Index
RTS Metals & Mining Index |
| MICEX |
MICEX Index
MICEX Metals & Mining Index
MICEX Large Cap Index |
| FTSE |
FTSE Gold Mines Index
FTSE Global Equity Index Series:
FTSE Global All Cap Index
FTSE Global All Cap Russia Index
FTSE All-World Large Cap Index
FTSE All-World Large Cap Russia Index
FTSE Global All Cap Emerging Index
FTSE Global All Cap Secondary Emerging Index
FTSE All-World Index
FTSE All-World Russia Index
FTSE BRIC Index
FTSE EMEA Index |
| MSCI |
MSCI Emerging Markets (Standard Index )
MSCI Emerging Markets Large Cap Index
MSCI Russia Standard Index |
| Dow Jones |
Dow Jones Global Total Stock Market
Dow Jones Global Index
Dow Jones Russia 10 Local Inde |
| RDX |
Russian Depositary Index |
| AK&M |
Industrial Index
AK&M Composite Index
Metallurgy Index |
Dividends
Recommendations on the amount of dividends provided by the Board of Directors of OJSC Polyus Gold are based on the OJSC Polyus Gold’s Regulation on Dividend Policy, approved by the Board of Directors on 3 April 2007.
On 14 September 2009, the Extraordinary General Meeting of the Shareholders of OJSC Polyus Gold adopted the decision to distribute RUB 1,248,611,742.85 for dividend payment, to declare dividends based on the results of OJSC Polyus Gold’s activities in the first half of 2009 in the amount of RUB 6.55 per ordinary share of OJSC Polyus Gold, and to establish that dividends should be paid by 13 November 2009, inclusive.
As at 31 December 2009, the Company had paid dividends in the amount of RUB 1,247,544,654.62.
Purchasing 50.1% shares in KazakhGold Group Limited
On 12 June 2009, OJSC Polyus Gold and KazakhGold Group Limited declared the terms and conditions of the recommended partial offer to purchase 50.1% of issued and issuable shares in KazakhGold Group Limited (including shares presented by GDR) by Jenington International Inc., an indirect subsidiary of OJSC Polyus Gold.
In accordance with the terms and conditions of the Partial offer, the shareholders of KazakhGold received 0.423 share of OJSC Polyus Gold for each share (GDR) of KazakhGold.
On 30 July 2009, after receiving a sufficient number of valid acceptances from KazakhGold shareholders, the Partial offer was declared to be unconditional in respect of the acceptance. Requests for the acceptance of the Partial offer were received in respect of 96.4% of the issued share capital of KazakhGold and were satisfied proportionally so that, as a result, OJSC Polyus Gold acquired 50.1% shares of KazakhGold Group Ltd. The total price of the acquisition amounted to USD 256 million.
The terms and conditions of the transaction included, among others, the waiver of the right of KazakhGold preference bondholders to require complete or partial advance redemption of bonds if control over KazakhGold changes. On 2 February 2009, this decision was adopted by the General Meeting of KazakhGold bondholders. Bonds totaling USD 200 million will mature in 2013. After the completion of the Partial offer OJSC Polyus Gold becomes a limited liability guarantor under these bonds.
KazakhGold undertook to raise share capital in the amount of USD 100 million. Provided that certain conditions are met, Jenington undertakes to subscribe to at least 50.1% of issuable shares. The proceeds from raising share capital will be spent to partially cover the need for working capital, including the financing of investments as well as the payment of amounts due to preference bondholders.