NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION
PJSC Polyus (LSE, MOEX — PLZL) (Polyus, the Company), further to its announcement on 17 August 2020, announces that the shareholders of PJSC Lenzoloto (Lenzoloto) at the extraordinary general shareholders’ meeting (EGM), which took place on 21 September 2020, granted their consent to the sale and transfer by Lenzoloto of 94.4% of shares in JSC GMC Lenzoloto (GMC Lenzoloto), a subsidiary of Lenzoloto and an indirect subsidiary of JSC Polyus Krasnoyarsk (Polyus Krasnoyarsk) and Polyus, to Polyus Krasnoyarsk, as a result of which Polyus Krasnoyarsk would acquire and directly own 100% of shares in GMC Lenzoloto.
Holders of Lenzoloto ordinary shares, who voted against or did not participate in voting on the matter, will be entitled to submit their shares for redemption by Lenzoloto at a price of RUB 19,567, which is equal to the market value of one Lenzoloto ordinary share determined by an independent appraiser and is not lower than the volume weighted average price of Lenzoloto ordinary shares on the Moscow Exchange for six months preceding the date of convocation of the EGM. The amount of funds that can be spent by Lenzoloto on such redemption may not exceed 10% of Lenzoloto’s net assets value.
As previously announced, shareholders of Lenzoloto — holders of ordinary and preferred shares of Lenzoloto — may also submit applications to enter into sale and purchase or exchange agreements with Polyus Krasnoyarsk in respect of their ordinary and preferred shares of Lenzoloto to sell their shares in Lenzoloto to Polyus Krasnoyarsk in cash or to exchange their shares in Lenzoloto for shares in the Company. Any such applications may only be submitted pursuant to the procedure and subject to the terms and conditions set forth in the Information Memorandum published by Polyus Krasnoyarsk.
Pursuant to the Information Memorandum, the applications to enter into sale and purchase or exchange agreements in respect of Lenzoloto shares may be submitted at the addresses set forth in the Information Memorandum during the period starting from 22 September 2020 and ending on 21 December 2020, at 1 p.m. Moscow time. The applications may only be submitted in accordance with, within the timeframe set forth in, and otherwise following the terms of, the Information Memorandum.
The Information Memorandum is available at polyus-krasnoyarsk.ru.
The execution of the sale and purchase or exchange agreements in respect of Lenzoloto shares pursuant to the Information Memorandum will allow the shareholders of Lenzoloto to sell their Lenzoloto shares for cash or to get access to a more liquid security if they elect to tender applications to enter into exchange agreements and to exchange their Lenzoloto shares for Polyus shares. The price of ordinary and preferred shares of Lenzoloto for the purposes of sale and purchase and exchange is equal to market value of Lenzoloto shares determined by independent appraisers.
The execution of agreements upon the receipt of applications is the right but not the obligation of Polyus Krasnoyarsk and Polyus Krasnoyarsk will not proceed with the execution if Lenzoloto shareholders fail to comply with the procedure for the submission of applications or for the execution of agreements set forth in the Information Memorandum, or fail to satisfy any other conditions set forth in the Information Memorandum, or for any other reason at the discretion of Polyus Krasnoyarsk.
Questions with respect to the procedure for the submission of applications may be submitted in Russian to the Applications Tender Agent, JSC IRC-R.O.S.T., at the address set forth in clause 3.8 of the Information Memorandum and at the following telephone number: 8-800-700-09-46.
The decision whether to submit an application to enter into a sale and purchase or an exchange agreement or not will have certain financial, tax and legal consequences. Before taking a decision whether to submit an application to enter into a sale and purchase or an exchange agreement, the holders of ordinary and preferred shares of Lenzoloto are urged to consider the information contained in the Information Memorandum and consult their own financial, legal and tax advisers.
As previously announced, it is expected that, following completion of the transaction for the sale and purchase of GMC Lenzoloto and the expiration of the period for submission of applications for the entry into share purchase or exchange agreements in respect of Lenzoloto shares, Polyus Krasnoyarsk will consolidate GMC Lenzoloto, and Lenzoloto will distribute the entire remaining amount of cash on its balance sheet, including proceeds from the sale and purchase transaction (less cash reserved for maintenance of the legal structure), in the form of dividend in 2021. Subsequently, Lenzoloto may be liquidated, subject to receipt of all necessary corporate approvals.
Polyus is the largest gold producer in Russia and one of the top 5 gold miners globally with the lowest cost position. At the time of reporting, the Polyus group’s 2019 Ore Reserves estimates rank 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
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.
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions), Canada, Australia, Japan, South Africa or to any person in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The offer of shares and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or 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 buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Canada, Australia, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
PJSC Polyus shares 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 PJSC Polyus shares in the United States. PJSC Polyus shares 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.
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.