THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE PROVIDED EXCLUSIVELY 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.
The Board of Directors (the Board) of PJSC Polyus (LSE, MOEX — PLZL) (Polyus, or the Company) is recommending the Company’s Extraordinary General Meeting of Shareholders (EGM) to approve the increase of the charter capital of the Company through the issuance and placement of 700,000 (seven hundred thousand) new ordinary shares (the New Shares) to be used for the purposes of the long-term incentive plan (LTIP) for 2020 and as consideration under the next tranche of option agreements to further increase the Polyus group’s holding in SL Gold, the Sukhoi Log deposit JV, scheduled for 2020.
The current number of treasury shares held by the Company is 364,439, which are expected to be fully disposed of in 2020 upon the vesting under the LTIP and the increase of the group’s participation interest in SL Gold.
The New Shares constitute approx. 0.5 per cent of the total number of issued and outstanding ordinary shares of the Company and will be placed, in whole or in part, to JSC Polyus Krasnoyarsk, a wholly-owned subsidiary of the Company, as the sole participant of the closed subscription, subject to the statutory pre-emption rights.
The placement price and date will be determined by the Board prior to the beginning of the placement, provided, among other things, that the charter capital increase is approved at the EGM and following state registration of the New Shares issuance with the Central Bank of Russia. The price of the New Shares shall be determined based on the market value of the Company’s shares, taking into account their trading price.
The Company expects that following completion of the closed subscription, if and when implemented, the free float will remain above 20%.
In 2016, the Board approved the LTIP, according to which the members of top management of the Company are entitled to a conditional award in the form of the Polyus’ ordinary shares, which vest upon achievement of financial and non-financial performance targets. The total number of ordinary shares that may vest under the LTIP awards for 2020 will not exceed 468,000 shares.
In 2020, the Company is expected to pay $29 million equivalent in Polyus’ treasury shares for a 5% stake and $28 million in cash for a 4.8% stake in SL Gold. These payments will be effected in accordance with the remaining option agreements to consolidate the 100% participation interest in SL Gold, the Sukhoi Log deposit JV, which were entered into in July 2017. The Polyus group’s current participation interest in SL Gold is 68.2%.
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 2018 Ore Reserves and Mineral Resources, the Polyus group ranks the third 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 Republic of Sakha (Yakutia).
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
Forward looking statements
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.