NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
PJSC Polyus (LSE, MOEX: PLZL) ("Polyus", or the "Company") highlights the announcement made by its indirect wholly-owned subsidiary Polyus Finance Plc ("Issuer") earlier today on the launch of consent solicitation process ("Consent Solicitation") for its outstanding U.S.$800,000,000 5.25% Guaranteed Notes due 2023, U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and U.S.$700,000,000 3.25% Guaranteed Notes due 2028 ("Notes").
Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Issuer’s Consent Solicitation Memorandum dated 20 July 2022 ("Memorandum").
In the Consent Solicitation the Issuer seeks the consent of the holders of the Notes to approve the amendment and waiver of certain terms of the Trust Deeds, Paying Agency Agreements and Terms and Conditions of the Notes and the replacement of the BNYM Trustee with the New Trustee in respect of the 2028 Notes.
General Conditions to the Consent Solicitation
- The conditions set forth in the Memorandum.
- To participate in the Consent Solicitation, a Noteholder should deliver a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline.
- Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.
- Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes.
- No consent fee shall be payable with respect to the Consent Solicitation.
- Commencement of the Consent Solicitation — 20 July 2022.
- Record Date — 26 July 2022.
- Consent Deadline — 27 July 2022 (5:00 p.m. (London time))
The following table sets forth details of the Notes:
|Description of the Notes||ISIN Code/ Common Code (Regulation S Notes)||ISIN Code/ Common Code/ CUSIP Code (Rule 144A Notes||Outstanding Principal Amount|
|U.S.$800,000,000 5.250% Guaranteed Notes due 2023||XS1533922933
|U.S.$500,000,000 4.70% Guaranteed Notes due 2024||XS1713474325
|U.S.$700,000,000 3.25% Guaranteed Notes due 2028||XS2396900685
THE ISSUER ANTICIPATES THAT, PROMPTLY AFTER RECEIPT OF THE REQUISITE CONSENTS AT OR PRIOR TO THE CONSENT DEADLINE (THE TIME OF SUCH RECEIPT, THE "EFFECTIVE TIME"), IT WILL GIVE NOTICE TO NOTEHOLDERS THAT THE REQUISITE CONSENTS HAVE BEEN ACHIEVED. NOTEHOLDERS SHOULD NOTE THAT THE EFFECTIVE TIME MAY FALL PRIOR TO THE CONSENT DEADLINE. AS OF AND AFTER THE EFFECTIVE TIME, ALL CURRENT NOTEHOLDERS, INCLUDING NON-CONSENTING NOTEHOLDERS, AND ALL SUBSEQUENT NOTEHOLDERS WILL BE BOUND BY THE RELEVANT WRITTEN RESOLUTION.
Neither the Trustees, nor any of their directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Proposals. The Trustees have not reviewed or approved, nor will they be reviewing or approving, any documents relating to the Consent Solicitation except those to which it is a party. Neither the Trustees, nor any of their directors, officers, employees or affiliates have verified, or assume any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Memorandum or any other documents referred to in the Memorandum or assume any responsibility for any failure by the Issuer or the Guarantors to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.
Copies of the Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/59/Holder/polyus-finance-plc.
Rationale for the Consent Solicitation
Sanctions introduced by western and certain other countries against Russian individuals and entities amid recent geopolitical events and the Russian counter sanctions have significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including the process of paying the amounts due under the Notes to the Noteholders and formal process of cancelling securities that are purchased by issuers in the market. There is a risk that due to various disruptions any payment in respect of the Notes held at the Russian securities custodians received from the Issuer or any Guarantor by the Principal Paying Agent can be blocked, delayed or frozen and, consequently, those funds will not be distributed among the Noteholders by the Principal Paying Agent. Payments of interest or principal made by the Issuer or the Guarantors for the benefit of the Noteholders may become blocked, frozen or delayed for an uncertain period of time by the Principal Paying Agent, the Clearing Systems or other entities processing those payments.
Therefore, the Issuer seeks the consent of the Noteholders to amend the terms of the Trust Deeds and the Paying Agency Agreements to (a) allow direct payments of principal and interest accrued under the Notes held at the Russian securities custodians, (b) provide that payments in respect of such Notes will be made in Russian roubles only (save that the Issuer will retain the discretion to make payments in U.S. dollars to certain Noteholders in its sole discretion) using the official exchange rate of the Central Bank of Russia effective as of the relevant payment date, and © provide that payments in respect of all Notes may be made in an alternative currency, including Euro, Sterling, Swiss franc, or the Russian rouble (with the Russian rouble being used as the currency of last resort) in the event of the Issuer’s inability to pay the sums due in U.S. dollars, at an exchange rate specified in the Terms and Conditions of the Notes.
The Issuer is also soliciting consents of the Noteholders to extend the grace period during which a failure to make payments in respect of the Notes on an Interest Payment Date, the Maturity Date or the Repayment Date (as such terms are defined in the Terms and Conditions of the relevant series of the Notes), as applicable, can be remedied without causing an Event of Default, from five business days (in case of payments of principal) and 10 business days (in case of payments of interest or other amounts) to 30 business days. Although the Group expects to make the next interest payment when due, the Group wishes to extend the grace period to avoid a technical Event of Default for a delay in making such payment caused by operational or technical disruptions, as well as legal restrictions that may affect wire transfers and cause instability in the operations of the banking sector.
Additionally, the Issuer is seeking to amend certain operative provisions of the Trust Deeds and the Terms and Conditions of the Notes to enable cancellation of the Notes that may be purchased by the Group, which has become limited by current restrictions. Given that the Terms and Conditions already provide for the ability to cancel purchased Notes, the Issuer believes that the amendments relating to deemed cancellation do not affect the rights and interests of Noteholders. In particular, to enable cancellation of the Notes the Group is proposing that such Notes may be designated by the Issuer or any member of the Group as Notes deemed cancelled (the "Designated Notes"), and that no interest shall accrue on, and no principal amount shall be payable in respect of, the Designated Notes, from (and including) the date of such designation (the "Designation Date"), and such Notes shall not be deemed to be outstanding for purposes of the Trust Deeds and the Notes. Accordingly, neither the Issuer nor any Guarantor will be liable to pay any amounts on any Designated Notes from (and including) any Designation Date, and none of the members of the Group will be required to deliver any Designated Notes to the Trustees, Principal Paying Agent, Registrar (as such term is defined in the relevant Paying Agency Agreements), common depositary or any Clearing System for their cancellation.
Additionally, under the terms of the 2023 Trust Deed and the 2024 Trust Deed, the Issuer must maintain the listing of the 2023 Notes and the 2024 Notes, respectively, on the London Stock Exchange or any other recognised stock exchange, provided it is a regulated market under Directive 2004/29/EC. Some stock exchanges in the EU have recently revoked listing of the debt instruments associated with Russia related businesses. Although the London Stock Exchange, where the 2023 Notes and the 2024 Notes are currently listed, has not yet taken such a step, the Issuer cannot rule out that similar decision could be made by the London Stock Exchange in respect of the 2023 Notes and the 2024 Notes in the future. In this Consent Solicitation, the Issuer seeks the consent of the Noteholders to amend the terms of the 2023 Trust Deed and the 2024 Trust Deed to allow the 2023 Notes and the 2024 Notes to be listed or admitted to trading on any stock exchange, provided such stock exchange is commonly used for the listing and trading of debt securities in the international bond markets.
Finally, the BNYM Trustee informed the Issuer on 9 May 2022 of its inability to continue acting as trustee in relation to the 2028 Notes. To ensure that investors are able to benefit from having a trustee that is able to act in the interests of the Noteholders, the Issuer is soliciting consents of the Noteholders to replace the BNYM Trustee with the New Trustee in respect of the 2028 Notes.
All the terms of the General Conditions to the Consent Solicitation, provisions for participation in the Consent Solicitation and indicative timetable can be found in the announcement made by the Issuer and in the Memorandum.
Questions and requests for assistance in connection with the delivery of Consent Instruction may be directed to the Information and Tabulation Agent.
Information and Tabulation Agent:
i2 Capital Markets Ltd
Kemp House, 160 City Road
London, ECV 2NX, United Kingdom
Phone: +44 203 633 1212
Consent Solicitation Website:
Questions and requests for assistance in connection with the Consent Solicitation may also be directed to the Investor Relations Department of PJSC Polyus.
This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of its participation in the Consent Solicitation, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.
None of the Issuer, the Guarantors, the Trustees, the Information and Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Issuer, the Guarantors, the Trustees, the Information and Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should provide Consent, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. The Information and Tabulation Agent is agent of the Issuer and owe no duty to any Noteholder.
This announcement is for informational purposes only. The Consents are only being solicited pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law.