POG.L Regulatory News (POG)

19 February 2010

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

PETROPAVLOVSK PLC ("Petropavlovsk" or the "Company")

Publication of Offering Circular in respect of issue of Convertible Bonds

The Company is pleased to announce the publication of an offering circular constituting listing particulars (the "Offering Circular") in connection with the issue of US$380,000,000 4.00 per cent guaranteed convertible bonds due 2015 by the Company's wholly-owned indirect subsidiary, Petropavlovsk 2010 Limited (the "Convertible Bonds"). The Convertible Bonds are convertible into redeemable preference shares of Petropavlovsk 2010 Limited which are guaranteed by, and will be exchangeable immediately upon issuance for, ordinary shares in the Company. Admission of the Bonds to the Official List of the UK Listing Authority and to trading on the Professional Securities Market of the London Stock Exchange is expected to occur today at 8:00 a.m.

The Offering Circular has been submitted to the UKLA's Document Viewing Facility situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS. They are also available for inspection at the offices of BNP Paribas Securities Services, Luxembourg Branch, 33 rue Gasperich, Howald-Hesperange, L2085-Luxembourg.

The Offering Circular will be available on the Company's website at:

http://www.petropavlovsk.net/en/documents-and-circulars.html

Enquiries:

Petropavlovsk Plc

Alya Samokhvalova

+44 (0) 20 7201 8900

J.P. Morgan Cazenove

Patrick Magee

Joe Seifert

+44 (0)20 7155 2828

Merlin

David Simonson 

Tom Randell 

+44 (0)20 7726 8400

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THE DOCUMENTATION HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF 1933, (AS AMENDED) (THE "US SECURITIES ACT") OR UNDER THE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THE SECURITIES DESCRIBED HEREIN WILL BE PLACED AND SOLD ONLY OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.