Form 8.3 - Polyus Gold International Limited Amendment

LONDON--()--

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Identity of the person whose positions/dealings are being disclosed:   VTB Capital PLC *
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Polyus Gold International Limited
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:  
(e) Date position held/dealing undertaken: 26 November 2012
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? NO

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:    

 

Interests   Short positions
Number   % Number   %
(1) Relevant securities owned and/or controlled: 101480653 3.35    
(2) Derivatives (other than options):        
(3) Options and agreements to purchase/sell:     1500000 0.05

TOTAL:

101480653 3.35 1500000 0.05

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other executive options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of Relevant Security   Purchase/Sale   Number of Securities   Price per Unit
0.01p Ordinary Sell 88779 2.05
0.01p Ordinary Sell 36763 2.04
0.01p Ordinary Sell 23131 2.03
0.01p Ordinary Purchase 150000 2.04

(b) Derivatives transactions (other than options)

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercising

Class of relevant security   Product description

e.g. call option

  Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state “none”

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? Yes
Date of disclosure:   27th November 2012
Contact name: Oliver Cox
Telephone number: 020 3334 8437

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

*This report is being made “on behalf of VTB Capital plc, JSC VTB Bank and affiliated entities

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of person whose open positions are being disclosed:   VTB Capital PLC*
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: Polyus Gold International Limited

2. OPTIONS AND DERIVATIVES

Class of relevant security   Product description e.g. call option   Written or purchased   Number of securities to which option or derivative relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date
Option Call Option Written 1,500,000 2.11 European 21/12/2012

Note: The option position above (previously omitted from this section in prior disclosures by the firm) relates to Short Option Position disclosed in S.2a 3 above and disclosed initially disclosed 13/09/2012.

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences (“CFDs”) or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

*This report is being made “on behalf of VTB Capital plc, JSC VTB Bank and affiliated entities

Short Name: VTB Capital Plc
Category Code: RET
Sequence Number: 353707
Time of Receipt (offset from UTC): 20121129T101917+0000

Contacts

VTB Capital Plc

Release Summary

Re-submission including Supplementary Option position form.

Sharing

Contacts

VTB Capital Plc