NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE «OFFER AND DISTRIBUTION RESTRICTIONS» BELOW).
PJSC Polyus (LSE, MOEX: PLZL) («Polyus», the «Company», and together with the Company subsidiaries, the «Group») notes the announcement made earlier today by its indirect wholly owned subsidiary, Polyus Capital plc (the «Offeror»), in relation to the invitations made by the Offeror to the holders of the U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (the «2022 Notes»), U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (the «2023 Notes») and US$500,000,000 4.70 per cent Guaranteed Notes due 2024 (the «2024 Notes» and, together with the 2022 Notes and 2023 Notes, the «Notes»), in each case issued by Polyus Finance plc and guaranteed by Joint Stock Company Polyus Krasnoyarsk and Public Joint Stock Company Polyus, to tender the Notes for purchase by the Offeror for cash (the «Offers»). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 28 September 2021 («Tender Offer Memorandum»), issued by the Offeror in connection with the Offers, which is available, subject to certain restrictions, on the Offer Website: https://deals.lucid-is.com/polyus.
Indicative Results of the Offers
The Offers expired at 17:00 (London time) on 5 October 2021 (the «Expiration Deadline»)
The Offeror announced its non-binding indication that, subject to the pricing of the New Notes, it intended to increase the Maximum Acceptance Amount and to accept for purchase valid tenders of the Notes as set out in the table below, such that the total amount of cash payment to be made by the Offeror on the Settlement Date in connection with the Offers (including the Accrued Interest) amounts to approximately U.S.$650,000,000.
|Description of the Notes||Common code/ISIN for Regulation S Notes||Common code/ISIN/CUSIP for Rule 144A Notes||Outstanding principal amount||Purchase Price||Expected Series Acceptance Amount||Expected Scaling Factor|
|U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (the «2022 Notes»)||140576638 / XS1405766384||098266640 / US73180YAB02 / 73180YAB0||U.S.$482,806,000||U.S.$1,020.00 per U.S.$1,000 in principal amount of the 2022 Notes||None||Zero|
|U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (the «2023 Notes»)||153392293 / XS1533922933||111731179 / US73180YAC84 / 73180YAC8||U.S.$787,800,000||U.S.$1,058.75 per U.S.$1,000 in principal amount of the 2023 Notes||U.S.$$457,793,000 in aggregate principal amount of the 2023 Notes (all valid tenders of the 2023 Notes accepted in full)||100% (N/A)|
|US$500,000,000 4.70 per cent Guaranteed Notes due 2024 (the «2024 Notes»)||171347432 / XS1713474325||111730962 / US73181LAA98 / 111730962||US$470,134,000||U.S.$1,077.50 per U.S.$1,000 in principal amount of the 2024 Notes||U.S.$147,530,000 in aggregate principal amount of the 2024 Notes||68.525%|
As soon as reasonably practicable after the pricing of the New Notes, the Offeror will announce whether the Transaction Conditions (including the Financing Condition) are expected to be satisfied and, if so, the Offeror will announce:
(i) whether the Offeror will accept valid tenders of the Notes pursuant to each Offer;
(ii) each Series Acceptance Amount;
(iii) each Series Scaling Factor (if applicable);
(iv) the aggregate principal amount of each Series of Notes that will remain outstanding following completion of the relevant Offer;
and (v) the confirmation of the final Settlement Date for the Offers.
This announcement is made by the Company and contains information that qualified or may be qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 («EUWA») («UK MAR»), encompassing information relating to the Offers described above.
Polyus is the world’s fourth-largest gold mining company by production volumes and the largest gold miner in terms of attributable gold Ore Reserves. The company demonstrates the lowest production costs among major global gold producers. Its principal operations are located in Siberia and the Russian Far East: Krasnoyarsk, Irkutsk and Magadan regions and the Republic of Sakha (Yakutia).
Investor and Media contact
Forward looking statement
This announcement may contain «forward-looking statements» concerning Polyus and/or Polyus group. Generally, the words «will», «may», «should», «could», «would», «can», «continue», «opportunity», «believes», «expects», «intends», «anticipates», «estimates» or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of Polyus’ and/or Polyus group’s operations. Many of these risks and uncertainties relate to factors that are beyond Polyus’ and/or Polyus group’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Polyus and/or any Polyus group company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law. Information in this announcement may constitute inside information.
Polyus Capital Plc
20 Farringdon Street
London EC4A 4AB
THE DEALER MANAGERS
Bank GPB International S.A.
15, rue Bender
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Renaissance Securities (Cyprus) Limited
Arch. Makariou III, 2-4
Capital Center, 9th Floor
Republic of Cyprus
Sberbank CIB (UK) Limited
85 Fleet Street
London EC4Y 1AE
VTB Capital plc
London EC3V 3ND
THE INFORMATION AND TENDER AGENT
Lucid Issuer Services Limited
32 London Bridge Street
London SE1 9SG
Offer Website: https://deals.lucid-is.com/polyus
Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Information and Tender Agent at its telephone number above. A Noteholder may also contact the Dealer Managers at the telephone numbers set forth above or such Noteholder’s custodian for assistance concerning the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of «investment professionals» (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the «Financial Promotion Order»)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the «Prospectus Regulation»), and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:
- with the provisions of the European Union (Markets in Financial Instruments) Regulations, 2017 (as amended, the «MiFiD II Regulations»), including Regulation 5 (Requirement for Authorisation (and certain provisions concerning MTFs and OTFs)) thereof or any codes of conduct made under the MiFiD II Regulations and the provisions of the Investor Compensation Act 1998 (as amended);
- with the provisions of the Companies Act 2014 (as amended, the «Companies Act»), the Central Bank Acts 1942 — 2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended);
- and the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa («CONSOB») pursuant to Italian laws and regulations.
The Offers are being carried out in Italy as exempted offers pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the «Financial Services Act») and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
This announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Unless the relevant Notes are admitted to the public circulation in Russia, information contained in the Tender Offer Memorandum or any other document or material relating to the Offers is not intended for any persons in Russia 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 («Russian QIs») and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs.
The Offers do not constitute a public offering of securities pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the relevant Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.This announcement is not an offer for sale of securities in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the «Securities Act»), as amended, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.