PJSC Polyus (LSE, MOEX: PLZL) (“Polyus”, the “Company”) notes the announcement (the “Optional Redemption Notice”) made earlier today by its indirect wholly owned subsidiary Polyus Finance plc (the “Issuer”) regarding the U.S.$250,000,000 1.00 per cent. guaranteed convertible bonds of the Issuer due 2021 guaranteed on a joint and several basis by the Company and Joint Stock Company Polyus Krasnoyarsk (ISIN: XS1759275578) (the “Bonds”). Capitalised terms 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, the Issuer has given notice 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.$260,000.
As of the date of the Optional Redemption Notice, the Conversion Price is U.S.$ 44.3077.
Subject to the immediately following sentence, as at 16 April 2020, being the latest practicable date prior to the date of the Optional Redemption 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
© 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 © 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.
PolyusPolyus 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).
Investor and Media contact
Victor Drozdov, Director
Communications & Investor Relations (CIR) Department
+7 (495) 641 33 77
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.
The Optional Redemption Notice does not constitute an offer to sell or a solicitation of a purchase or a purchase order of securities in any jurisdiction.
The Optional Redemption Notice and information contained therein 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 the Optional Redemption 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 the Optional Redemption Notice.
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.