Co-owner of Russia's Polyus Gold makes offer for remaining 60 pct stake

* Holders of 40-pct stake already agreed to accept offer

* Polyus committee says offer undervalues the company

* Wandle says may make Polyus Gold private after the offer

* VTB to arrange up to $5.5-bln loan facility for the deal (Adds details, quotes, context)

MOSCOW, Sept 30 (Reuters) - Said Kerimov, the 20-year-old son of Russian tycoon Suleiman Kerimov, made a cash offer on Wednesday to buy the remaining 60 percent stake in Russian gold miner Polyus Gold that he does not already own, his firms Sacturino and Wandle said.

Said Kerimov, who controls a 40 percent stake in Russia's largest gold miner together with the 'Suleyman Kerimov Foundation', has been considering the offer since early September.

The offer price of $2.97 per Polyus Gold share has remained the same since early September and represents a 1.4 percent premium to the stock's closing price on Sept. 29. The offer values the whole of Polyus Gold at $9 billion.

The independent committee of Polyus Gold's board said in a separate statement that the offer materially undervalued the company and advised shareholders other than Wandle to take no further action at this stage.

However, Wandle has already received letters of intent to accept the offer from two other large Polyus Gold shareholders - Oleg Mkrtchan and Gavril Yushvaev - who own 39.98 percent of the shares in total. Polyus' official free float is 19.8 percent.

Said Kerimov's father, Suleiman, who Forbes magazine estimates is worth $3.4 billion, is not allowed to hold assets directly because of his membership of the Federation Council, Russia's upper house of parliament.

Sources told Reuters previously that the offer reflected a view among the secretive Kerimov family that a London listing was less attractive now because of tighter access to Western capital and sanctions imposed over Moscow's role in the Ukraine crisis.

"It (Other OTC: ITGL - news) is the opinion of Wandle that, in the current geopolitical context and prevailing market dynamics occurring in Russia in particular, the long-term development of Polyus Gold's portfolio of Russian assets would be best undertaken by a private company," it said in the statement.

Following implementation of the offer, Wandle will seek to re-register Polyus Gold as a private limited company, it added.

The deal will be financed by a loan facility of up to $5.5 billion arranged by VTB Bank, Russia's second largest state-controlled lender. (Reporting by Polina Devitt and Diana Asonova; Editing by Pravin Char and Susan Fenton)