On 6 October 2017 Public Joint Stock Company Polyus (the Company or Polyus) executed the further guarantee (the Further Guarantee) with respect to the U.S.$750,000,000 5.625 per cent. guaranteed notes due 2020 (the Notes) issued by Polyus Gold International Limited, which was substituted as issuer by Polyus Finance Plc (the Issuer), an indirect subsidiary of the Company. The Notes are unconditionally and irrevocably guaranteed by Joint Stock Company Polyus Krasnoyarsk (the Guarantor). The provision of the Further Guarantee is contemplated by Conditions 4.12 and 6.5 of the Terms and Conditions of the Notes (Part C of Schedule 2 to the trust deed constituting the Notes dated 29 April 2013 (as amended) (the Trust Deed)) and was approved by the Board of Directors of the Company on 29 September 2017.
Pursuant to the Further Guarantee, the Company, on a joint and several basis with the Guarantor, unconditionally and irrevocably guarantees to BNY Mellon Corporate Trustee Services Limited, acting as trustee under the Notes, the due and punctual payment by the Issuer of principal, interest and any other amounts payable by the Issuer under the Trust Deed or on the Notes.
Polyus is the largest gold producer in Russia and one of the top ten gold miners globally with the lowest cost position. Based on its 2016 Ore Reserves and Mineral Resources, Polyus ranks second by attributable gold reserves and third by attributable gold resources among the world’s largest gold mining companies.
Polyus group’s principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic (Yakutia).
The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to U.S. persons unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa.This announcement is not, and under no circumstances is 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, in respect of depositary shares, 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, to any persons who are not qualified investors, unless and to the extent the recipients are otherwise permitted to access such information under Russian law. The depositary shares referred to in this announcement have not been registered in Russia or admitted to placement and/or public circulation in the Russian Federation and the information contained in this announcement is not to be made publicly available in the Russian Federation or passed on to third parties in the Russian Federation, unless otherwise permitted under Russian law. 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.
Forward Looking Statements
Certain statements contained in this announcement, including any information as to the Company’s strategy, plans or future financial or operating performance constitute forward looking statements. These forward-looking statements can be identified by the use of forward looking terminology, including the terms believes, estimates, anticipates, projects, expects, intends, aims, plans, predicts, may, will, seeks or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors of the Company concerning, amongst other things, the Company’s results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.
By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance and the Company’s actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward looking statements contained in this announcement.
In addition, even if the Company’s results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The forward looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.