PJSC Polyus (MOEX — PLZL) (“Polyus”, the “Company”), the largest gold producer in Russia, further to the announcement made by LLC Polyus-Invest, an indirect wholly-owned subsidiary of the Company, announces the results of the receipt by LLC Polyus-Invest of applications to enter into securities purchase agreements and of the entry into securities purchase agreements in respect of ordinary shares of PJSC Polyus (“Shares”) and American Depository Receipts representing such Shares (“ADRs”) in accordance with the information memorandum dated 11 March 2016 published by LLC Polyus-Invest, and addressed to the holders of the securities of the Company who were holders of Shares and/or ADRs as at the close of trading on 10 March 2016 (the “Information Memorandum”).
The period for the submission of applications to enter into securities purchase agreements expired at 4:00 p.m. Moscow time on 27 May 2016 (the “Expiration Time”).
Based on the information made available by Joint Stock Company Independent Registrar Company and Limited Liability Company NRC Stock Market, as at the Expiration Time the total number of Shares, in respect of which applications had been received and securities purchase agreements signed, amounted to 60,518,665 Shares, which constitutes 31.75% of the total number of outstanding Shares of the Company. As at the close of trading on 27 May 2016, 60,516,874 Shares were transferred to the accounts of LLC Polyus‑Invest pursuant to the securities purchase agreements entered into in accordance with the Information Memorandum.
Not including the 60,211,461 Shares purchased from Polyus Gold International Limited, the total number of Shares in respect of which securities purchase agreements were signed is 307,204 Shares, which constitutes 0.16% of the total number of outstanding Shares.
Following the transfer of all Shares in respect of which securities purchase agreements were signed to the accounts of LLC Polyus‑Invest (which is expected to be completed by 3 June 2016) the Company’s shareholder structure will be as follows: 121,476,715 Shares (63.72% of the total number of outstanding Shares) will be held by Polyus Gold International Limited, 60,518,665 Shares (31.75% of the total number of outstanding Shares) will be held by LLC Polyus‑Invest, and 8,632,367 Shares (4.53% of the total number of outstanding Shares) will be held by minority shareholders.
Polyus (www.polyus.com) is the largest gold producer in Russia and one of the top 10 gold miners globally by ounces produced. The Company also holds the fourth largest mineral resources base in the world.
Polyus group’s principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic (Yakutia).
In 2015, the Company confirmed its status of one of the lowest-cost gold producers globally.
Sergey Krivokhizhin, Director Investor Relations
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Artem Gorbachev, Press Secretary
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NEITHER THIS ANNOUNCEMENT NOR THE INFORMATON CONTAINED HEREIN CONSTITUTES OR IS INTENDED FOR THE PUBLIC PLACEMENT OR CIRCULATION OF THE SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. NO ISSUE OR PROSPECTUS FOR THE AMERICAN DEPOSITARY RECEIPTS REPRESENTING THE ORDINARY SHARES OF PUBLIC JOINT STOCK COMPANY POLYUS HAS BEEN REGISTERED IN THE RUSSIAN FEDERATION, AND THESE SECURITIES ARE NOT ADMITTED TO CIRCULATION, PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW NO.
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT.
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS.
NEITHER THIS ANNOUNCEMENT NOR ANY INFORMATON CONTAINED HEREIN, INCLUDING INFORMATION ON THE TERMS OF SUBMITTING APPLICATIONS TO ENTER INTO SECURITIES PURCHASE AGREEMENTS AND EXECUTION OF SECURITIES PURCHASE AGREEMENTS, IS INTENDED FOR MEMBERS OF THE PUBLIC OR CONSTITUTES A PUBLIC OFFER, ADVERTISEMENT, OR AN OFFER OF SECURITIES TO MEMBERS OF THE PUBLIC WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR A VOLUNTARY OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW.
IN ACCORDANCE WITH RUSSIAN LAW AND PURSUANT TO RULE 14E-5(b) OF THE U.S. SECURITIES EXCHANGE ACT OF 1934 (“EXCHANGE ACT”), AFFILIATES OF PJSC “POLYUS” THAT DO NOT COMPRISE THE POLYUS CONSOLIDATED GROUP AND OVER WHICH PJSC “POLYUS” DOES NOT EXERCISE CONTROL AND THEIR RESPECTIVE NOMINEES OR BROKERS (ACTING AS AGENTS) MAY FROM TIME TO TIME MAKE PURCHASES OF, OR ARRANGEMENTS TO PURCHASE, SHARES OR ADRS, BEFORE OR DURING THE PERIOD IN WHICH APPLICATIONS PURSUANT TO THIS MEMORANDUM MAY BE SUBMITTED, SO LONG AS THOSE ACQUISITIONS OR ARRANGEMENTS COMPLY WITH APPLICABLE RUSSIAN LAW AND THE PROVISIONS OF THE EXEMPTION PROVIDED UNDER RULE 14E-5 OF THE EXCHANGE ACT. THESE PURCHASES MAY OCCUR EITHER IN THE STOCK MARKET AT PREVAILING PRICES OR IN PRIVATE TRANSACTIONS AT NEGOTIATED PRICES. INFORMATION ABOUT SUCH PURCHASES WILL BE DISCLOSED AS AND IF REQUIRED BY APPLICABLE SECURITIES LAWS.