NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
Information contained herein in respect of the GDSs is not intended for any persons located within the territory of the Russian Federation, who are not qualified investors within the meaning of Article 51.2 of the Russian Federal Law On the Securities Market No. 39-FZ dated 22 April 1996, as amended, and must not be distributed or circulated into the Russian Federation, or made available in the Russian Federation, to any persons who are not qualified investors, unless and to the extent they are otherwise permitted to access such information under Russian law.
3 April 2019
Public Joint Stock Company Polyus
(Polyus or the Company and, together with its subsidiaries, the Group)
Proposed Placing of ordinary shares and GDSs in Polyus
Polyus (London Stock Exchange and Moscow Exchange tickers: PLZL) has been informed by its shareholder Polyus Gold International Limited ( PGIL ), of its intention to sell approximately 4.67 million shares in the form of Global Depositary Shares ( GDS ) and ordinary shares (the Placing Securities ) of the Company.
The Company will not receive any proceeds from the sale.The Placing Securities are being offered by way of an accelerated bookbuild (the Placing ), which will be launched immediately following this announcement and may close at any time at short notice.
Goldman Sachs International, Bank GPB International S.A., J.P. Morgan Securities plc, Sberbank CIB (UK) Limited and VTB Capital plc are acting as joint global coordinators and bookrunners (the Managers) for the Placing.
The current ownership interest of PGIL in the Company is approximately 82.4% of the share capital of the Company. The Placing Securities represent approximately 3.5% of the ownership interest in the share capital of the Company. Assuming all offered securities are sold in the Placing, PGIL will have a combined remaining ownership interest in the Company of approximately 78.9%, and the free float will increase to approximately 20.2%.
PGIL have agreed to a 60-day lock-up with respect to further sales of ordinary shares or GDSs of the Company following the completion of the Placing, subject to certain exceptions, including in relation to intra-group transactions, transactions in connection with the Company’s existing long-term incentive plans and certain option agreements, as well as stock lending and other arrangements with respect to the guaranteed convertible bonds issued by Polyus Finance plc. Assuming all of the Placing Securities are sold, PGIL will continue to hold approximately 78.9% of the issued share capital of the Company.
The results of the Placing will be announced as soon as practicable after the close of the bookbuild process. The timing for the close of the bookbuild process, pricing and allocations are at the absolute discretion of PGIL and the Managers.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
Polyus is the largest gold producer in Russia and one of the top ten gold miners globally with the lowest cost position. Based on its 2017 Ore Reserves and Mineral Resources, Polyus group ranks second both by attributable gold reserves and gold resources among the world’s largest gold mining companies.
The Polyus group’s principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic (Yakutia).
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. This announcement contains inside information. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Placing Securities to any person in the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing Securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933 (the Securities Act) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Placing Securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Placing Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Placing Securities in the United States, Australia, Canada or Japan or elsewhere.
In member states of the European Economic Area (EEA) (each, a Relevant Member State), this announcement and any offer if made subsequently is directed only at persons who are qualified investors within the meaning of the Prospectus Directive (Qualified Investors). For these purposes, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant EEA member state) and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (ii) who fall within Article 49(2) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.
The information with respect to GDSs contained herein is not for release, publication or distribution in whole or in part in or into the Russian Federation subject to certain exceptions. This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer the GDSs in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of the GDSs in the Russian Federation within the meaning of Russian securities laws. Information contained in this announcement is not intended for any persons in the Russian Federation who are not qualified investors within the meaning of article 51.2 of the Federal Law No. 39-FZ On the Securities Market dated 22 April 1996, as amended (the Russian QIs), and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The GDSs referred to herein have not been registered in Russia or admitted to placement and/or public circulation in the Russian Federation and the information contained herein is not to be made publicly available in the Russian Federation or passed on to third parties in the Russian Federation, unless otherwise permitted under Russian law. GDSs are not intended for offering, placement or circulation (each as defined in Russian securities laws) in the Russian Federation, except as permitted by Russian law.
The information in this announcement is subject to change.
Goldman Sachs International, J.P. Morgan Securities plc, Sberbank CIB, VTB Capital plc, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for PGIL and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the offering of the Placing Securities and will not be responsible to anyone other than PGIL for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Placing, Goldman Sachs International, Bank GPB International S.A., J.P. Morgan Securities plc, Sberbank CIB, VTB Capital plc and any of their affiliates, may take up a portion of the Placing Securities as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Securities and other securities of the Company or related investments in connection with the offering or otherwise. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of Placing Securities. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to PGIL or the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Except to the extent that the following is or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union) or (ii) any similar blocking or anti-boycott law in the United Kingdom, PGIL have agreed that it will not directly or indirectly use all or part of the proceeds of the Placing, or lend, contribute or otherwise make available all or part of such proceeds (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a specially designated national or blocked person), the United Nations Security Council, the European Union or the United Kingdom Government (including, without limitation, the Office of Financial Sanctions Implementation) (collectively, Sanctions), or (ii) to fund or facilitate any activities of or business in any country, region or territory that is the designated target of country or region-wide Sanctions if (in the case of either (i) or (ii)) such funding or facilitation would result in a violation by any person (including any person participating in the Placing, whether as manager, purchaser, advisor or otherwise) of Sanctions, or (iii) to fund or facilitate any activity specified or referenced in sections 224, 225, 227, 228, 232, 233 or 234 of the United States Countering America’s Adversaries Through Sanctions Act of 2017, as amended, supplemented or supplanted (the CAATSA) which could reasonably be expected to be a basis for the imposition of sanctions or penalties on any person pursuant to the CAATSA as a result of such person engaging in such activity, or (iv) in any other manner that will result in a violation by any person (including any person participating in the Placing, whether as manager, purchaser, advisor or otherwise) of Sanctions.