PJSC Polyus (LSE, MOEX — PLZL) (Polyus or the Company) notes the announcement by Polyus Service Limited Liability Company, the Company’s wholly-owned subsidiary (Polyus Service), regarding the results of tenders pursuant to 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).
Prior to the Expiration Time, 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of 1,884,933 Ordinary Shares, including 1,393,361 Ordinary Shares represented by DSs, were properly tendered and not withdrawn in the Tender Offer, which exceeds the maximum number of Securities for which the Tender Offer was made (the Maximum Number of Securities), and, accordingly, pro-ration will apply.
In accordance with the terms of the Tender Offer set out in the Tender Offer Memorandum dated 24 November 2020 (the Tender Offer Memorandum) and based on preliminary count by IRC-R.O.S.T., Polyus Service and the Dealer Manager (with downward adjustments where necessary to avoid the purchase of fractional Securities), Polyus Service expects to accept for purchase and to purchase 151,599 Ordinary Shares and 332,314 DSs. These numbers are preliminary and subject to final confirmation by IRC-R.O.S.T. and The Bank of New York Mellon (the DS Tender Agent), including with respect to pro rata calculations, and are based on the assumption that all tendered Securities will be delivered within the settlement period as set out in the Memorandum.
Polyus Service will purchase Ordinary Shares and DSs at a price of USD 210 per Ordinary Share (referred to as the Ordinary Share Strike Price) and at a price of USD 105 per DS (referred to as the DS Strike Price and, together with the Ordinary Share Strike Price, as the Strike Price or the Purchase Price), as determined in accordance with the terms of the Tender Offer Memorandum.
Pursuant to the terms of the Tender Offer, no Securities tendered at a price above the Strike Price are accepted for purchase. Taking into consideration that the total number of Securities properly tendered at or below the Strike Price or as Strike Price Tenders constitutes 577,474 Ordinary Shares (including 301,969 Ordinary Shares represented by DSs), which exceeds the Maximum Number of Securities, Polyus Service has calculated that the pro-ration rate, at which the Securities will be purchased from each Securityholder that has properly tendered and not withdrawn its Securities at or below the Strike Price or as Strike Price Tender, is 0.5503.
Pursuant to the terms of the Tender Offer Memorandum, the Ordinary Share Strike Price is fixed and will be paid in Russian rubles at the Central Bank of Russia USD / Russian ruble exchange rate in effect on 28 December 2020, the date of this announcement, of RUB 73.6921 per USD 1.00.
Accordingly, pursuant to the terms of the Tender Offer Memorandum and the relevant share purchase agreements, payments for the Ordinary Shares accepted for purchase in the Tender Offer will be made in Russian roubles, subject to taxes where withholding is required. Payment for the DSs tendered by Non-Russian DS Holders and accepted for purchase in the Tender Offer will be made in USD in accordance with the procedures set forth in the Tender Offer Memorandum.
Under the terms and conditions of the Tender Offer Memorandum, Securityholders who have submitted tenders for their Ordinary Shares and whose Ordinary Shares were accepted for purchase, their duly authorized nominee holders (whether Russian or foreign) or other representatives must, during the period commencing on 28 December 2020 and ending on 18 January 2021, inclusive (the Execution Period), appear at the office of IRC-R.O.S.T. to which such Securityholders or their representatives originally submitted the Ordinary Shares Letter of Transmittal to sign a share purchase agreement and, if applicable, other documents required to transfer to Polyus Service the number of Ordinary Shares accepted for purchase from such Securityholders.
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).
As described in the Tender Offer Memorandum, prior to the launch of the Tender Offer Polyus Service and PGIL signed an indicative letter of intent (the PGIL LoI) pursuant to which PGIL undertook not to participate in the Tender Offer, but indicated that it may, following the expiration of the Tender Offer period, sell to Polyus Service up to a maximum amount of 1,110,779 Ordinary Shares held by it.
PGIL will proceed with the sale to Polyus Service of the maximum number of Ordinary Shares set forth in the PGIL LoI. As agreed in the PGIL LoI and described in the Tender Offer Memorandum, such sale will be on the same terms as the share purchase agreements that will be signed by holders of Ordinary Shares and will be at a purchase price equal to the Ordinary Share Strike Price for one Ordinary Share. Such share purchase agreement with PGIL is expected to be entered into during the Execution Period and, accordingly, the purchase of Ordinary Shares from PGIL could occur at any time starting with, and including, the date of this announcement.
The number of Ordinary Shares and DSs expected to be purchased by Polyus Service in the Tender Offer may be subject to change. The information contained in this announcement is based on the assumption that no further adjustments will need to be made due to pro-ration and that all Ordinary Shares and DSs accepted for purchase by Polyus Service will be delivered within the settlement period as described in the Tender Offer Memorandum. The final number of Ordinary Shares and DSs purchased in the Tender Offer is expected to be announced following the completion of settlements as described in the Tender Offer Memorandum.
The Company expects it’s free float to stand at 21.84%, following the completion of the programme, including the Tender Offer.
Certain Russian tax matters
Securityholders should note that the Purchase Price does not take account of applicable fees, expenses, taxes or other charges and the net proceeds that will be actually received by tendering Securityholders may be lower, perhaps significantly. In particular, as required by Russian law, where Securities are not tendered through a Russian broker or a Russian trustee acting as a tax agent for Russian law purposes, Polyus Service will act as a tax agent and withhold the applicable amount in respect of tax with respect to the payment of the Ordinary Share Strike Price in relation to Ordinary Shares sold by holders of Ordinary Shares who are individuals (that is, natural persons and not corporations or other legal entities). The applicable tax rate will depend on whether the relevant individual Securityholder is resident or non-resident for tax purposes in Russia and the applicable tax base will depend on whether there are any exemptions available or whether the relevant Securityholder can confirm the costs at which it acquired the Securities that were tendered in the Tender Offer. Please refer to the information memorandum on certain tax matters (the Tax Information Memorandum) that accompanies the Tender Offer Memorandum for more information as to applicable procedures and consult with your professional tax advisers as to the amount and the procedure for any tax payment, including with respect to the applicable tax consequences in any other jurisdiction.
Unless otherwise defined herein, capitalised terms used in this announcement have the same meaning ascribed to them in the Tender Offer Memorandum.
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 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.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC) NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS 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.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM 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 THE TENDER OFFER DESCRIBED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR PUBLIC CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. GDSs AND ADSs, TO WHICH THE TENDER OFFER 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). THE PURCHASE OF DSs WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE TENDER OFFER MEMORANDUM. ANY INFORMATION IN THE TENDER OFFER MEMORANDUM AND RELATED DOCUMENTS 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 (THE EXCHANGE ACT) AND REGULATION 14E THEREUNDER. THE TENDER OFFER WAS MADE IN THE UNITED STATES BY POLYUS SERVICE AND NO ONE ELSE.