TIDM60GT TIDMPLZL
RNS Number : 0997K
Polyus Finance PLC
17 April 2020
For immediate release 17 April 2020
Polyus Finance Plc (the "Issuer")
U.S.$250,000,000 1.00 per cent. guaranteed convertible bonds due
2021 guaranteed on a joint and several basis by Public Joint Stock
Company Polyus and Joint Stock Company Polyus Krasnoyarsk (ISIN:
XS1759275578) (the "Bonds")
Notice to Bondholders: Optional Redemption Notice
Capitalised terms not otherwise defined in this notice shall
have the meaning given to them in the terms and conditions of the
Bonds set out in part B of schedule 2 to the trust deed
constituting the Bonds dated 26 January 2018 (the
"Conditions").
Pursuant to the Conditions, notice is hereby given by the Issuer
to the Bondholders that, on 18 May 2020 (the "Optional Redemption
Date") the Issuer will, pursuant to Condition 8(B)(i), redeem all
the Bonds outstanding on the Optional Redemption Date at their
Principal Amount, together with accrued interest to such date.
Conv-Ex Advisors Limited, acting as Calculation Agent in respect
of the Bonds, has verified that the Aggregate GDR Value of the GDRs
on each of at least 20 dealing days in the 30 consecutive dealing
day-period ending on 16 April 2020 exceeded U.S.$260,000.
As of the date of this notice, the Conversion Price is U.S.$
44.3077.
Subject to the immediately following sentence, as at 16 April
2020, being the latest practicable date prior to the date of this
notice, an aggregate principal amount of Bonds of U.S.$ 186,200,000
remains outstanding and on such date the Closing Price of the GDR
was US$80.20. On 16 April 2020 the Issuer received a Conversion
Notice in respect of the Bonds with the principal amount of
U.S.$5,000,000. Once the conversion under such Conversion Notice is
completed and the relevant Bonds cancelled, the aggregate principal
amount of the Bonds outstanding will be reduced to
U.S.$181,200,000.
Bondholders who do not want their Bonds to be redeemed in
accordance with Condition 8(B)(i), may exercise their Conversion
Rights in accordance with Conditions 6(A) and 6(B) by delivering
their Bonds, together with a duly completed Conversion Notice to be
sent via SWIFT, to The Bank of New York Mellon, London Branch (the
"Principal Agent") no later than the close of business (London) on
06 May 2020, which for the avoidance of doubt shall be the final
Deposit Date for the purposes of Condition 6(B)(i).
The Bonds are to be delivered during the normal business hours
of the Principal Agent at One Canada Square, London, E14 5AL. The
Conversion Notices are to be submitted during the normal business
hours of the Principal Agent via SWIFT at IRVTGB2XEXC. Bondholders
may obtain the Conversion Notice from the Principal Agent.
The Conversion Notice must include the following
information:
(1) date of the Conversion Notice;
(2) name, address, fax and email of the Bondholder;
(3) number of Bonds in respect of which the Conversion Rights
are exercised by the Bondholder;
(4) total principal amount of the Bonds in respect of which the
Conversion Rights are exercised, being a minimum of
U.S.$200,000;
(5) details of the account of the Bondholder with Euroclear or
Clearstream, Luxembourg where the Bonds are held;
(6) details of the account of the Bondholder with Euroclear or
Clearstream, Luxembourg where the GDRs delivered as a result of the
conversion are to be credited (including name and address of the
Bondholder, account number in Euroclear or Clearstream, Luxembourg,
including participant ID for the account and also contact details
for the relevant Euroclear or Clearstream, Luxembourg participant);
and
(7) details of the account of the Bondholder for the cash
amounts payable to the Bondholder as a result of the exercise of
the Cash Alternative Election by the Issuer (if any) (including
account number, account name, bank, branch, sort code).
By submitting the Conversion Notice via SWIFT, the converting
Bondholder:
(a) confirms that it has complied with any applicable fiscal or
other laws as provided in the Conditions, and that it has paid or
will pay directly to the relevant authorities, to the extent
required by the Conditions, capital, stamp, issue, registration and
transfer taxes and duties arising on exercise of Conversion
Rights;
(b) certifies that it or the person(s) who has/have the
beneficial interest in the Bonds, to which the Conversion Notice
relates (i) will be the beneficial owner of any relevant GDRs
received pursuant to the exercise of the Conversion Rights and not
an affiliate of the Issuer or any Guarantor or a person acting on
behalf of such an affiliate, and (ii) is/are located outside the
United States (within the meaning of Regulation S under the U.S.
Securities Act of 1933, as amended) and acquiring any GDRs outside
the United States; and
(c) authorises the disclosure of the Conversion Notice in any
applicable administrative or legal proceedings.
The Conversion Notice shall be void unless (i) the details
specified in sections (1) to (7) above are full, correct and
complete, in each case to the extent applicable and specified in
each such section; and (ii) sections (a) to (c) above are complied
with by the Bondholder, in each case to the extent applicable and
specified in each such section.
The attention of the Bondholders is drawn to Condition 6 with
respect to the conditions relating to conversion.
Assuming that all holders of the outstanding Bonds opt for the
exercise of their Conversion Right, a maximum of 4,089,582 GDRs
would be subject to delivery to the Bondholders, representing
approx. 1.52% of the Parent Guarantor share capital. This number
does not include 112,847 GDRs, representing approx. 0.04% of the
Parent Guarantor share capital, which will be delivered pursuant to
the Conversion Notice received on 16 April 2020.
Polyus
Polyus is the largest gold producer in Russia and one of the top
5 gold miners globally with the lowest cost position. Based on its
2018 Ore Reserves and Mineral Resources, the Polyus group ranks the
third by attributable gold reserves among the world's largest gold
mining companies.
The Polyus group's principal operations are located in
Krasnoyarsk, Irkutsk and Magadan regions and the Republic of Sakha
(Yakutia).
IMPORTANT NOTICE
The early redemption of the Bonds cannot be accepted in any
jurisdiction where such redemption would be prohibited or
restricted by applicable law, or by residents of such
jurisdictions. No document related to the exercise of the early
redemption option can be transmitted, directly or indirectly, in
any such jurisdictions, or to such persons.
This notice does not constitute an offer to sell or a
solicitation of a purchase or a purchase order of securities in any
jurisdiction.
This notice and information contained herein is not an offer, or
an invitation to make offers, to sell, exchange or otherwise
transfer securities in the Russian Federation to or for the benefit
of any Russian person or entity and does not constitute an
advertisement or offering of securities in the Russian Federation
within the meaning of Russian securities laws. Information
contained in this notice is not intended for any persons 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 securities have not been and will not be registered in Russia
and are not intended for "placement" or "circulation" in Russia
(each as defined in Russian securities laws) unless and to the
extent otherwise permitted under Russian law.
Neither the Bonds nor the GDRs have been or will be registered
under US Securities Act of 1933, as amended (the "Securities Act"),
or under any applicable securities laws of any state or other
jurisdiction of the United States and neither the Bonds nor the
GDRs may be offered or sold within the United States, except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state or local securities laws.
None of the Issuer, the Guarantors, their respective boards of
directors or management, makes any recommendation as to whether
Bondholders should or should not exercise their Conversion Rights.
Bondholders must satisfy themselves concerning the tax, legal,
currency and other economic considerations relevant to the exercise
of the Conversion Rights and make their own decision as to whether
to exercise their Conversion Rights and, if so, with respect to how
many Bonds. In doing so, Bondholders should consult their own
financial, legal and tax advisors, and read carefully and evaluate
the information in the Conditions and this notice.
Forward looking statements
This notice 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 notice. 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 information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCDZGMDKNDGGZM
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