Date: 8 October 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
RESULTS OF THE CAPPED TENDER OFFER FOR NOTES DUE 2022, 2023 AND 2024
PJSC Polyus (LSE, MOEX: PLZL) ("Polyus", the "Company", and together with the Company subsidiaries, the "Group") notes the announcement made earlier today by its indirect wholly owned subsidiary, Polyus Capital plc (the "Offeror"), in relation to the invitations made by the Offeror to the holders of the U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (the "2022 Notes"), U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (the "2023 Notes") and US$500,000,000 4.70 per cent Guaranteed Notes due 2024 (the "2024 Notes" and, together with the 2022 Notes and 2023 Notes, the "Notes"), in each case issued by Polyus Finance plc and guaranteed by Joint Stock Company Polyus Krasnoyarsk and Public Joint Stock Company Polyus, to tender the Notes for purchase by the Offeror for cash (the "Offers"). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 28 September 2021 ("Tender Offer Memorandum"), issued by the Offeror in connection with the Offers, which is available, subject to certain restrictions, on the Offer Website: https://deals.lucid-is.com/polyus.
Results of the Offers
The Offers expired at 17:00 (London time) on 5 October 2021 (the "Expiration Deadline")
The Offeror confirmed that the Indicative Results of the Offers announced on 7 October 2021 will remain unchanged.
As announced on 7 October 2021, the Offeror exercised its discretion to increase the Maximum Acceptance Amount, as further described in the Tender Offer Memorandum, and will accept for purchase valid tenders of the Notes as set out in the table below.
Description of the | Common | Common | Outstanding | Purchase Price | Series Acceptance | Outstanding | Scaling Factor |
Notes | code/ISIN for | code/ISIN/CUSIP for | principal amount | Amount | principal amount | ||
Regulation S | Rule 144A Notes | following settlement | |||||
Notes | of the Offers | ||||||
U.S.$500,000,000 | 140576638 / | 098266640 / | U.S.$482,806,000 | U.S.$1,020.00 per | None | U.S.$482,806,000 | Zero |
4.699 per cent | XS1405766384 | US73180YAB02 / | U.S.$1,000 in | ||||
Guaranteed Notes | 73180YAB0 | principal amount of | |||||
due 2022 (the "2022 | the 2022 Notes | ||||||
Notes") | |||||||
U.S.$800,000,000 | 153392293 / | 111731179 / | U.S.$787,800,000 | U.S.$1,058.75 per | U.S.$$457,793,000 | U.S.$330,007,000 | 100% (N/A) |
5.250 per cent | XS1533922933 | US73180YAC84 / | U.S.$1,000 in | in aggregate | |||
Guaranteed Notes | 73180YAC8 | principal amount of | principal amount of | ||||
due 2023 (the "2023 | the 2023 Notes | the 2023 Notes (all | |||||
Notes") | valid tenders of the | ||||||
2023 Notes accepted | |||||||
in full) | |||||||
US$500,000,000 4.70 | 171347432 / | 111730962 / | US$470,134,000 | U.S.$1,077.50 per | U.S.$147,530,000 in | U.S.$322,604,000 | 68.525% |
per cent Guaranteed | XS1713474325 | US73181LAA98 / | U.S.$1,000 in | aggregate principal | |||
Notes due 2024 (the | 111730962 | principal amount of | amount of the 2024 | ||||
"2024 Notes") | the 2024 Notes | Notes | |||||
The Offeror confirmed that the Transaction Conditions (including the Financing Condition) are expected to be satisfied prior to the Settlement Date.
The Offeror will also pay the Accrued Interest in respect of all Notes accepted for purchase.
Subject to the satisfaction of the Transaction Conditions (including the Financing Condition), the expected Settlement Date for the Offers is 19 October 2021.
This announcement is made by the Company and contains information that qualified or may be qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MAR"), encompassing information relating to the Offers described above.
Enquiries
Polyus
Polyus is the world's fourth-largest gold mining company by production volumes and the largest gold miner in terms of attributable gold Ore 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
drozdovvi@polyus.com
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.
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Contact Details:
THE OFFEROR
Polyus Capital Plc
8th Floor
20 Farringdon Street London EC4A 4AB United Kingdom
THE DEALER MANAGERS | ||
Bank GPB International S.A. | J.P. Morgan Securities plc | Renaissance Securities (Cyprus) Limited |
15, rue Bender | 25 Bank Street | Arch. Makariou III, 2-4 |
L-1229 Luxembourg | Canary Wharf | Capital Center, 9th Floor |
London E14 5JP | Nicosia, 1065 | |
Telephone: +7 499 271 9154 / +7 495 988 2353 | United Kingdom | Republic of Cyprus |
Attention: Liability Management Group, DCM | ||
Email: Liability.management@gazprombank.ru | For information by telephone: +44 20 7134 2468 | Tel: +357 22 360 000 |
Attention: Liability Management | Fax:+357 22 670 670 | |
Email: em_europe_lm@jpmorgan.com | Email:SyndicateDCM@rencap.com |
Sberbank CIB (UK) Limited | VTB Capital plc |
85 Fleet Street | 14 Cornhill |
London EC4Y 1AE | London EC3V 3ND |
United Kingdom | United Kingdom |
Email: liability_management@sberbank-cib.ru | Telephone:+44 203 334 8029 |
Email: liability.management@vtbcapital.com | |
Attention: Liability Management |
THE INFORMATION AND TENDER AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Email: polyus@lucid-is.com
Offer Website: https://deals.lucid-is.com/polyus
Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Information and Tender Agent at its telephone number above. A Noteholder may also contact the Dealer Managers at the telephone numbers set forth above or such Noteholder's custodian for assistance concerning the Offers.
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OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of "investment professionals" (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and in accordance with, Articles L.411-1,L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Ireland
No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:
- with the provisions of the European Union (Markets in Financial Instruments) Regulations, 2017 (as amended, the "MiFiD II Regulations"), including Regulation 5 (Requirement for Authorisation (and certain provisions concerning MTFs and OTFs)) thereof or any codes of conduct made under the MiFiD II Regulations and the provisions of the Investor Compensation Act 1998 (as amended);
- with the provisions of the Companies Act 2014 (as amended, the "Companies Act"), the Central Bank Acts 1942 - 2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); and
- the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.
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Polyus Gold International Limited published this content on 08 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 October 2021 09:21:03 UTC.