The Exchange Offer is subject to shareholder approval at the General Meeting which will be held on
The Second Exchange Offer invites Shareholders whose rights are affected by the sanctions imposed on
Eligible Shareholders who successfully participate in the Exchange Offer will regain the enjoyment of their rights in the Company, including the ability to receive dividends.
At this time, due to restrictions imposed by securities laws, sanctions and counter-sanctions applicable to the Shares, the Board is only able to extend this offer to Eligible Shareholders, defined as shareholders who are: a. not associated with an Unfriendly Jurisdiction as may be defined under the laws ofRussia , and/or; not subject to Sanctions as confirmed by the results of the Sanctions Clearance as defined in the Circular.
Under AIFC Law, the manner in which the Exchange Offer is being conducted, requires the approval of the Shareholders in a general meeting. The Exchange Offer is therefore subject to the passing of all relevant resolutions at the General Meeting of the Company by the Shareholders who are eligible to vote on the resolutions.
Similar to the First Exchange Offer, Polymetal will submit paperwork to cancel shares repurchased under the Second Exchange Offer. However, such a cancellation is contingent upon the relaxation of the restrictions on NSD and until such time that the restrictions are relaxed, these shares will be held in treasury by the Company and will not be available for re-issue.
The Directors consider that the Exchange Offer is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the resolutions.
Background
On
On
Approximately 14% of the Company's Shares were not eligible to participate in the First Exchange Offer although were Affected, and therefore continue to be impacted by the restrictions imposed even though the shareholders themselves might not be subject to an asset freeze insofar as the Company is aware. As a result, the Company continues to be prevented from carrying out certain corporate actions with the involvement of a significant part of its shareholder base.
On
Further Information
The General Meeting will be held at 10:00 am (Astana Time, GMT+6) on Friday
Further details of the Exchange Offer and the ways to vote can be found in the combined shareholder circular and notice of General Meeting (the 'Circular'), which has been published today.
Voting will commence shortly after publication of this announcement. Shareholders registered directly with AIX Registrar portal will be able to vote beginning on Tuesday
The following documents have been made available to shareholders today: The Circular; The Buyback Agreement and Notice of the General Meeting.
About polymetal
Contact:
Tel +44.20.7887.1475
Tel: +7.7172.476.655
Email: ir@polymetalinternational.com
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