THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE RUSSIAN FEDERATION SUBJECT TO CERTAIN EXCEPTIONS. THESE WRITTEN MATERIALS ARE NOT, AND UNDER NO CIRCUMSTANCES ARE TO BE CONSTRUED AS, AN ADVERTISING OR AN OFFER OR AN INVITATION TO MAKE OFFERS TO SELL, PURCHASE, EXCHANGE OR OTHERWISE TRANSFER OR DISPOSE OF ANY SECURITIES OR OTHER FINANCIAL INSTRUMENTS IN THE RUSSIAN FEDERATION WITHIN THE MEANING OF RUSSIAN SECURITIES LAWS OR TO OR FOR THE BENEFIT OF ANY PERSONS OR ENTITIES RESIDENT, INCORPORATED, ESTABLISHED OR HAVING THEIR USUAL RESIDENCE IN THE RUSSIAN FEDERATION. INFORMATION CONTAINED HEREIN IS NOT INTENDED FOR ANY PERSONS LOCATED WITHIN THE TERRITORY OF THE RUSSIAN FEDERATION, WHO ARE NOT «QUALIFIED INVESTORS» (THE «RUSSIAN QIS») 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 RUSSIAN QIS, UNLESS AND TO THE EXTENT THEY ARE OTHERWISE PERMITTED TO ACCESS SUCH INFORMATION UNDER RUSSIAN LAW. THE SECURITIES 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. THE SECURITIES 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.
PJSC Polyus (LSE, MOEX — PLZL) («Polyus», the «Company») notes the announcement made earlier by Polyus Finance plc (the «Issuer»), an indirect wholly-owned finance subsidiary of the Company incorporated under the laws of England and Wales, according to which the Issuer has closed and settled the issuance of USD 700 million notes due 14 October 2028 with a coupon of 3.25% per annum (the «Notes»). The Notes are guaranteed by PJSC Polyus and Joint Stock Company Polyus Krasnoyarsk, a wholly-owned subsidiary of the Company.
The Notes were purchased by a diversified investor base, including investors from the developed markets — Continental Europe (ca. 41%) and the UK & USA (ca. 20%) — as well as from Russia (ca. 38%) and other regions.
Polyus intends to use the net proceeds from the issue of the Notes primarily for the financing of concurrent tender offer announced on 28 September 2021 (settlement is expected on 19 October 2021) and other general corporate purposes.
Mikhail Stiskin, Senior Vice President, Finance and Strategy, commented:
«We are delighted to have returned to the public debt market with a landmark transaction for Polyus. Our first Eurobond issue since January 2018 has become the largest issuance by a non-state-owned company in the CIS region in 2021, reflecting the strong demand during the bookbuilding process.
The Company maintains a prudent debt management policy. This issuance will enable us to further optimize our debt portfolio and smooth out our maturity profile.»
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).
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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.
This announcement is not an offer of securities for sale in the United States. The Notes have not been and will not be registered under the US Securities Act of 1933, as amended (the «Securities Act»), or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the Notes may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Notes is being made in the United States.
This document does not constitute an invitation or inducement to engage in investment activity within the meaning of the UK Financial Services and Markets Act 2000. This document is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the «Order») or (iii) high net worth entities and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as «relevant persons»). The Notes are available only to, and any invitation or offer may be directed at, or any agreement to subscribe for, purchase or otherwise acquire, any securities will be engaged in only with, in the United Kingdom, relevant persons and, in any other jurisdiction, persons to whom it can lawfully be communicated and who may lawfully engage in such investment activity. Any person in the United Kingdom who is not a relevant person should not act or rely on this announcement or any of its contents.
The information contained herein is not for release, publication or distribution in whole or in part in or into the Russian Federation subject to certain exceptions. These written materials are not, and under no circumstances are to be construed as, a public offer or advertising or an invitation to make offers to sell, purchase, exchange or otherwise transfer or dispose of any securities, including securities of foreign issuers, or other financial instruments in the Russian Federation within the meaning of Russian securities laws or to or for the benefit of any persons or entities resident, incorporated, established or having their usual residence in the Russian Federation, or to or for the benefit of any person located within the territory of the Russian Federation, who is not a «qualified investor» 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, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities have not been and will not be registered in Russia or admitted to placement and/or public circulation in the Russian Federation and the information contained herein is not to be passed on to third parties or otherwise be made publicly available in the Russian Federation. The securities 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.
This announcement contains inside information.