NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA AND JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
PJSC Polyus (LSE, MOEX — PLZL) (Polyus or the Company) notes the announcement made earlier today by Polyus Service Limited Liability Company, the Company’s wholly-owned subsidiary (Polyus Service), regarding the final results of its previously announced tender offer to acquire for cash up to 317,792 ordinary shares of the Company (Ordinary Shares), including Ordinary Shares represented by depositary shares (DSs, and the Ordinary Shares and DSs, together, the Securities), from minority shareholders (the Tender Offer).
The Tender Offer was made as part of the programme to purchase up to an aggregate of 1,428,571 Ordinary Shares from all shareholders of the Company, including the controlling shareholder, Polyus Gold International Limited (PGIL).The number of Securities purchased following the completion of the programme to purchase, including the Tender Offer and the sale by PGIL constitutes approx. 1.05% of the Company’s issued share capital. The Company’s free float stands at 21.84%.
As previously announced, prior to the Expiration Time on 24 December 2020, a total of 1,884,933 Ordinary Shares (including 1,393,361 Ordinary Shares represented by DSs) were properly tendered and not withdrawn in the Tender Offer. This exceeded the maximum number of Securities for which the Tender Offer was made. Accordingly, the tendered Securities were purchased from the holders of Securities (the Securityholders) that tendered, and did not withdraw, their Securities at or below the Strike Price, or as Strike Price Tenders, on a pro rata basis.
Polyus Service calculated that the applicable pro-ration rate was 0.5503, based on which and the initial count by the tender agents it expected to purchase 151,599 Ordinary Shares and 332,314 DSs in the Tender Offer. Based on the final calculations, the number of DSs delivered to Polyus Service and the number of Ordinary Shares, in respect of which share purchase agreements were executed during the Execution Period, Polyus Service purchased a total of 145,546 Ordinary Shares and 332,314 DSs in the Tender Offer, which in the aggregate constitutes approx. 0.23% of the Company’s issued share capital.
As described in the Tender Offer Memorandum dated 24 November 2020 (the Tender Offer Memorandum) and previous announcements PGIL proceeded with sale of 1,110,779 Ordinary Shares, constituting approx. 0.82% of the Company’s issued share capital, to Polyus Service on the same terms as the share purchase agreements signed by holders of Ordinary Shares and at a purchase price equal to the Ordinary Share Strike Price for one Ordinary Share. The shares were delivered to Polyus Service during the Execution Period.
Polyus is the world’s fourth-largest gold mining company by production volumes and one of two gold miners with the largest attributable gold reserves. The company demonstrates the lowest production costs among major global gold producers. Its 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 contains or 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.
Information in this announcement may constitute inside information.
IMPORTANT NOTICE TO INVESTORS
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.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES AND DSs REPRESENTING ORDINARY SHARES OF POLYUS. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED HEREIN AND THEREIN CONSTITUTE AN OFFER (OFERTA) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR A VOLUNTARY TENDER OFFER OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW, OR AN AUCTION UNDER ARTICLES 447-449 OF THE CIVIL CODE OF THE RUSSIAN FEDERATION AND APPLICABLE RUSSIAN LAW. NEITHER THE TENDER OFFER MEMORANDUM NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR PUBLIC CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. DSs, TO WHICH THIS ANNOUNCEMENT RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW NO. 39-FZ ON THE SECURITIES MARKET, DATED 22 APRIL 1996 (AS AMENDED) (THE RUSSIAN SECURITIES MARKET LAW). ANY INFORMATION IN THIS ANNOUNCEMENT IN RESPECT OF DSs IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW.
THE TENDER OFFER WAS MADE TO SHAREHOLDERS OF POLYUS RESIDENT IN THE UNITED STATES IN RELIANCE ON, AND COMPLIANCE WITH, SECTION 14(E) OF THE U.S. SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14E THEREUNDER. THE TENDER OFFER WAS MADE IN THE UNITED STATES BY POLYUS SERVICE AND NO ONE ELSE.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC) NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY APPROVED OR DISAPPROVED OF THE TENDER OFFER MEMORANDUM, PASSED UPON THE FAIRNESS OR MERITS OF THE TENDER OFFER OR DETERMINED WHETHER THE TENDER OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.