This announcement and the information contained in it are provided exclusively for information purposes only and are not an offer or a part of an offer or an invitation to acquire or dispose of securities in any jurisdiction including the USA, Australia, Canada and Japan.
PJSC Polyus (LSE, MOEX – PLZL) (“Polyus” or the “Company”) announces that the Board of Directors of the Company (the “Board”) convened the Company’s Extraordinary General Meeting of Shareholders (“EGM”) to be held on 22 June 2020.
The Board of Directors of Polyus recommended the Company's EGM to approve the increase of the charter capital of the Company through the issuance and placement of 3,130,000 (three million one hundred thirty thousand) new ordinary shares (the “New Shares”), which are to be used for the following purposes:
- to return the Company’s shares borrowed by Polyus Krasnoyarsk under the Securities Lending Agreement, used by JSC Polyus Krasnoyarsk (“Polyus Krasnoyarsk”) to procure the delivery of global depositary receipts to the holders of convertible bonds issued by Polyus Finance plc;
- for the 2021 vesting under Polyus group’s long-term incentive plan (“LTIP”), which was approved by the Board in December 2018;
- as consideration under the 2021 tranche of option agreements to further increase the Polyus group’s holding in SL Gold, the Sukhoi Log deposit JV.
The New Shares constitute approx. 2.33% of the total number of issued and outstanding ordinary shares of the Company and will be placed, in whole or in part, to Polyus Krasnoyarsk, a wholly-owned subsidiary of the Company, as the sole participant of the Closed Subscription, subject to the statutory pre-emption rights.
The placement price and date will be determined by the Board prior to the beginning of the placement, provided, among other things, that the charter capital increase is approved at the EGM and following state registration of the New Shares issuance with the Central Bank of Russia. The price of the New Shares shall be determined based on the market value of the Company’s shares, taking into account their trading price.
Securities Lending Agreement
In accordance with the Securities Lending Agreement, Polyus Gold International Limited lent the shares of the Company constituting approximately 1.35% of the charter capital to Polyus Krasnoyarsk, used for GDR issuance as part of the redemption of Polyus Finance plc convertible bonds in April — May 2020.
In 2016, the Board approved the LTIP, according to which the members of top management of the Company are entitled to a conditional award in the form of the Polyus’ ordinary shares, which vest upon achievement of financial and non-financial performance targets. The total number of ordinary shares that may vest under the LTIP awards in 2021 will not exceed 394,398 shares.
In 2021, the Company is expected to pay $29 million equivalent in Polyus’ treasury shares for a 5.0% stake and $28 million in cash for a 4.8% stake in SL Gold. These payments will be effected in accordance with the option agreements to consolidate the 100% participation interest in SL Gold, the Sukhoi Log deposit JV, which were entered into in July 2017. The Polyus group’s current participation interest in SL Gold is 78.0%.
Polyus is the largest gold producer in Russia and one of the top 5 gold miners globally with the lowest cost position. Based on its 2019 Ore Reserves and Mineral Resources, the Polyus group ranks the third by attributable gold reserves and gold resources 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
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be prohibited by law. The distribution of this announcement may be restricted by law in certain jurisdictions and persons, into whose possession 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 purchase or subscribe for, the shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The placement referred to herein is for the securities of a foreign company and the offer and sale of the shares referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan. The placement referred to herein is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements of the issuer have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under United States federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
Members of the general public are not eligible to take part in the sale. In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this announcement and any offer, if made subsequently, 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.
Forward looking statements
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.