This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be prohibited by law. The distribution of this announcement may be restricted by law in certain jurisdictions and persons, into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to purchase or subscribe for, the shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The offer referred to herein is for the securities of a foreign company and the offer and sale of the shares referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan. The offer referred to herein is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements of the issuer have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under United States federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
Members of the general public are not eligible to take part in the sale. In member states of the European Economic Area and in the United Kingdom, this announcement is sent and addressed to and directed only at persons who are qualified investors within the meaning of the Prospectus Regulation (Regulation 2017/1129/EU, as amended or superseded) (Qualified Investors). In the United Kingdom this announcement is sent and distributed to and directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and the shares will only be available to, and any investment activity to which this announcement relates will only be engaged in with, such persons and it should not be relied on by anyone other than such persons.
THIS ANNOUNCEMENT AND THE NFORMATION CONTAINED IN IT ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND ARE NOT AN OFFER OR A PART OF AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF SECURITIES IN ANY JURISDICTION INCLUDING THE USA, AUSTRALIA, CANADA AND JAPAN.
PJSC Polyus (LSE, MOEX — PLZL) (Polyus or the Company) has completed the issuance of the offering of the Company’s ordinary shares of additional issue by way of closed subscription (registered by the Bank of Russia on 6 July 2020 under the registration number 1-01-55192-E-003D) (the New Shares). The New Shares constitute approximately 1.33% of the total number of issued and outstanding ordinary shares of the Company.
JSC Polyus Krasnoyarsk (Polyus Krasnoyarsk), a wholly-owned subsidiary of the Company, subscribed for and purchased 1,808,142 of the New Shares. As previously announced, the Company’s shareholders had a pre-emption right to purchase the New Shares on a pro rata basis until 21 September 2020. In total, eligible shareholders acquired 174 of the New Shares.
The issuance of the New Shares comes in line with the previously announced intentions to increase the Company’s charter capital. The New Shares will be used by Polyus Krasnoyarsk to return the Company’s shares borrowed by it under the securities lending agreement with Polyus Gold International Limited and used by Polyus Krasnoyarsk to procure the delivery of global depositary receipts to the holders of convertible bonds issued by Polyus Finance plc.
The New Shares will become fully transferable following the state registration of the report on the results of the New Shares issuance by the Bank of Russia later in 2020.
Following the issuance of the New Shares, the Company’s free float remains above 22%.
Polyus is the world’s fourth-largest gold mining company by production volumes, with the third-largest attributable gold reserves and the lowest production costs among major global gold producers. The Company’s principal operations are located in Siberia and the Russian Far East: 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
Forward looking statement
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.