Notice of Material Fact

Details that the issuer believes have a material effect on the value of its equity securities

1. General

  • 1.1. The Issuer's full company name

  • 1.2. The Issuer's abbreviated company name

    Public Joint Stock Company "Polyus" PJSC "Polyus"

  • 1.3. The Issuer's location

  • 1.4. The Issuer's OGRN

  • 1.5. The Issuer's INN

  • 1.6. The Issuer's unique code assigned by the registration authority

    Moscow, Russian Federation 1068400002990 7703389295 55192-Е

  • 1.7. Address of the Internet web page used by the Issuer for information disclosure

1.8.

Date of occurrence of the event (material fact) on which the report in question was made up (if relevant)

http://www.polyus.com,http://www.e-disclosure.ru/portal/company.aspx?id=7832

23 June 2020

2. Content of notice

This notice may not be published, released or distributed (directly or indirectly) in the USA, Australia, Canada, Japan or other jurisdiction where offers or sales are prohibited by law. The dissemination of this communication may be restricted or limited by law in certain jurisdictions, and persons who may come into possession of any document or details mentioned or contained herein must review and comply with all such restrictions and limitations. Any non-compliance with such restrictions and limitations can be construed as a breach of securities laws in the jurisdiction involved.

This notice is not a full or partial offer of or invitation to purchase or subscribe to shares extended to any person in the USA, Australia, Canada, Japan or any other jurisdiction where such offer or invitation is illegal. The shares may not be offered or sold in the USA, unless registered pursuant to the US Securities Act of 1933, as amended and supplemented ("Securities Act"), or will be offered as part of a deal not subject to the registration requirements imposed by the Securities Act. The offer described herein is made in respect of foreign corporate securities, and the offer and sale of the shares specified herein have not been and will not be registered pursuant to the Securities Act or the applicable securities laws of Australia, Canada or Japan. The offer described herein is subject to a foreign jurisdiction's disclosure requirements that are different from those in effect in the USA. The issuer's financial statements have been prepared in compliance with foreign accounting standards and can be incompatible with the financial statements of US companies. You can have problems with forced sale or exercise of your rights and obligations that you may acquire pursuant to the US federal securities legislation because the issuer is based in a foreign jurisdiction and some or all of its executive officers and directors can be residents of a foreign country. You may be unable to file a claim against a foreign company or its executive officers and directors with a foreign court for a breach of US securities legislation. You may find it difficult to enforce a US judgment against a foreign company and its affiliates.

This is not a public offer to sell. In the member states of the European Economic Area and the United Kingdom, this notice and any possible subsequent offer are exclusively addressed to "qualified investors" acting for their own account within the meaning of the Prospectus Directive (Directive 2017/1129/ЕС, as amended and supplemented) ("Qualified Investors"). In the United Kingdom, this notice is distributed only to, and directed only at, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2005 (Financial Promotion) Order 2000 (as amended) (the "Order"), or (ii) persons falling within Article 49(2) (А) to (D) of the Order, or (iii) those to whom this notice can be given legally; this being the case, any investment activity covered hereby may only be undertaken, and shares may only be offered and sold, by such persons who are solely entitled to rely hereon.

THIS NOTICE AND THE DISCLOSURES MADE HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE A FULL OR PARTIAL OFFER OR INVITATION TO PURCHASE OR ALIENATE SECURITIES IN ANY JURISDICTION, INCLUDING THE USA, AUSTRALIA, CANADA AND JAPAN.

2.1. Brief description of the event (action) the occurrence (commission) of which, according to the issuer, affects the value of its securities: Adoption of a resolution by the Board of Directors of PJSC Polyus to approve the Securities Prospectus.

2.2. Where the event (action) affects or involves a third party - the full corporate name (name for not-for-profit organizations), place of business, INN [Taxpayer Identification Number] (if applicable), OGRN [Primary National Registration Number] (if applicable), or the last name, first name and patronymic of the person: The event has nothing to do with third parties.

2.3. Where the event (action) affects or involves a decision made by a competent governing organ of the issuer or of a third party - the name of the competent governing organ, date and content of the decision made, date and reference number of the minutes of the meeting (session) of the competent governing organ for a decision made by a governing board of the person involved:

Name of competent governing organ: Board of Directors of PJSC Polyus. Date of the resolution: 23 June 2020.

The resolution passed:

Re the agenda item: "Approval of Securities Prospectus of Public Joint-Stock Company Polyus", it was resolved as follows:

"Approve the Securities Prospectus of Public Joint-Stock Company Polyus for 3,130,000 (Three Million, One Hundred and Thirty Thousand) ordinary shares nominally worth 1 (one) rouble each, to be offered by private subscription, as per Appendix 1".

Date and reference number of the minutes of the competent governing organ's meeting: 23 June 2020, No 08-20/SD.

Details of the event (action) the occurrence (commission) of which, according to the issuer, affects the value of its securities:

Kind, category (type), serial designation and other identifiers of the securities to be floated: 3,130,000 (Three Million, One Hundred and Thirty Thousand) ordinary shares nominally worth 1 (one) rouble each, to be offered by private subscription. The secondary issue that is being disclosed has not been publicly registered. Identification attributes of the securities placed by the issuer with respect to which the securities offered constitute a secondary issue: ordinary shares in PJSC Polyus, national registration number and public registration date of securities issue: 1-01-55192-E, 27 April 2006, ISINRU000A0JNAA8.

Terms of securities placement as set forth in the Prospectus:

Increase the charter capital of Public Joint-Stock Company Polyus (hereinafter referred to as "Company") by floating 3,130,000 (Three Million, One Hundred and Thirty Thousand) additional registered ordinary uncertified shares with a par value of 1 (One) rouble for the nominal amount of the secondary issue (hereinafter referred to as "Shares"). The offering of Share[s] to be made on the following terms and conditions:

  • • number of Shares to be placed: 3,130,000 (Three Million, One Hundred and Thirty Thousand);

  • • method of floatation of Shares: private offering;

  • • offer price of Shares (including for the exercise of pre-emption rights on Shares): to be determined by the Company's Board of Directors on or before the offering date of Shares;

  • • terms of payment for offered Shares: in legal tender of the Russian Federation by credit transfer to the Company's transactional account;

  • • offerees of Shares: Joint-Stock Company Polyus Krasnoyarsk, OGRN [Primary National Registration Number]: 1022401504740".

Pursuant to art. 40 and 41 of the Federal Law of 26 December 1995, No 208-FZ, "On joint-stock companies", the shareholders of PJSC Polyus who did not vote or voted against the resolution to increase the charter capital of PJSC Polyus by secondary issue by private offering at the extraordinary General Meeting of PJSC Polyus have the right of first refusal to acquire additional shares in PJSC Polyus offered by private subscription pro rata to the number of the shares in PJSC Polyus held by them at the share offering price to be determined by the Company's Board of Directors on or before the offering date of shares. Date of record for the pre-emption right on the securities offered: 29 May 2020.

The public registration of the secondary issue of ordinary shares in PJSC Polyus does not involve the registration of a securities prospectus.

2.4. Where the event (action) is germane to or may have a material effect on the value of certain securities of the issuer - the kind, category (type) and other identification attributes of the issuer's securities involved: Ordinary shares in PJSC Polyus, national registration number of securities issue 1-01-55192-E, date of public registration 27 April 2006; ISIN RU000A0JNAA8.

2.5. Date of the occurrence of the event (commission of the action), and, if the event affects a third party (the action is performed by a third party), also the date on which the issuer becomes aware of the occurrence of the specified event (performance of the specified action):23 June 2020.

3. Signature

3.1.

Polyus PJSC Agent under Power of Attorney

A.A. Vostokov

(signature)

3.2. Date

23

June

2020

Stamp

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Disclaimer

Polyus Gold International Limited published this content on 23 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 July 2020 11:28:00 UTC