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 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 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 senior unsecured guaranteed convertible bonds due 2021 (Bonds) issued by Polyus Finance plc have been admitted to trading on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange and the Open Market segment of the Stuttgart Stock Exchange.
The Bonds were issued on 19 January 2018 and will mature on 26 January 2021. The Bonds carry a coupon of 1.00 per cent per annum payable semi-annually in arrears. The initial conversion price has been set at US$50.0427 per GDR. The conversion price of the Bonds is subject to standard convertible market anti-dilution adjustments.
The Bonds are convertible into global depositary receipts representing ordinary shares of PJSC Polyus and guaranteed jointly and severally by PJSC Polyus and Joint Stock Company Polyus Krasnoyarsk.
The Bonds were issued in the total nominal amount of US$250 million.
In mid-April 2018, due to significant market dislocation, the Issuer proceeded with a buyback of 20% of the outstanding Bonds issue in the total nominal amount of US$50 million. The final buyback price stood at 86.7%, expressed as a percentage of the principal amount of the Bonds. J.P. Morgan Securities plc acted as Dealer Manager in respect of the buyback.
Following the buyback, the total nominal amount of the outstanding Bonds stands at US$200 million.
The WKN of the Bonds is A19VGU and the ISIN is XS1759275578.
Polyus is the largest gold producer in Russia and one of the top 10 gold miners globally with the lowest cost position. Based on its 2017 Ore Reserves and Mineral Resources, the Polyus group ranks second 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).
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
This announcement may contain forward-looking statements concerning Polyus and/or Polyus group. Generally, the wordswill, 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.
The securities to which this announcement relates 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 securities 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 securities 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); (iii) high net worth entities falling within Article 49(2) of the Order; or (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as relevant persons). The securities to which this announcement relates 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, placementor circulation (each as defined in Russian securities laws) in the Russian Federation, except as permitted by Russian law.
This Announcement contains inside information.