THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY. THIS IS NOT AN OFFERING MEMORANDUM OR PROSPECTUS AND SHOULD NOT BE TREATED AS OFFERING MATERIAL OF ANY SORT. NOT FOR DISTRIBUTION OR RELEASE TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Press Release 13 April 2018
Polyus Finance PLC
Polyus announces the conclusion of its previously announced invitation to holders of its U.S.$250 million 1 per cent. guaranteed convertible bonds due 2021 (ISIN: XS1759275578) (the "Bonds") to tender up to U.S.$50 million (or 20% of the issue) in aggregate principal amount of the Bonds for purchase. J.P. Morgan Securities plc acted as Dealer Manager in respect of the Offer.
The Final Buyback Price is 86.7% (expressed as a percentage of the principal amount of the Bonds). No Bonds tendered for purchase at a purchase price above the Final Buyback Price will be accepted for purchase pursuant to the Offer.
Eligible Holders who have submitted valid Tender Instructions and whose Bonds are accepted for purchase (the "Tendered Bonds") in the Offer will receive on the Settlement Date a cash consideration equal to the Final Buyback Price.
The Company has decided to accept Bonds submitted pursuant to valid Tender Instructions which specified a purchase price equal to or below the Final Buyback Price in an aggregate nominal amount of U.S.$50 million (the "Acceptance Amount") , with pro rata scaling being applied on the terms set out below.
Bonds submitted pursuant to valid Tender Instructions which specified a purchase price below the Final Buyback Price will be accepted in full without any pro rata scaling.
Bonds submitted pursuant to valid Tender Instructions which specified a purchase price equal to the Final Buyback Price will be scaled by a factor equal to (i) the Acceptance Amount, less the aggregate nominal amount of the Bonds that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate nominal amount of the Bonds that have been tendered for purchase and are subject to acceptance on a pro rata basis.
In addition to the Final Buyback Price, the Company will pay accrued but unpaid interest on the Bonds purchased in the Offer up to (but excluding) the settlement date (being the date on which the Company pays the Final Buyback Price for Bonds accepted for purchase pursuant to the Offer), which is expected to be 18 April 2018 (the "Settlement Date").
Debevoise & Plimpton LLP is acting as legal counsel to the Company as to English and Russian law matters in connection with the Offer. Linklaters LLP advised the Dealer Manager as to English and Russian law.
The Polyus group is the largest gold producer in Russia and one of the top 10 gold miners globally with the lowest cost position. Based on its 2017 Ore Reserves and Mineral Resources, the Polyus group ranks second 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 Sakha Republic (Yakutia).
This announcement contains inside information.
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Attention: ECM Syndicate
Telephone: +44 207 134 2650
Email: [email protected]
Information on Dealer Manager
The Dealer Manager and its respective affiliates have provided, from time to time, and in the future may provide, certain commercial banking, investment banking and financial advisory services to the Company and its affiliates, for which they have received, and in the future will receive, customary fees. In the future, they may also provide investment banking and financial advisory services to the Company and its affiliates for customary fees. At any given time, the Dealer Manager may trade the Bonds or other securities of the Company for its own account or for the accounts of customers, and, accordingly, may hold a long or short position in the the Bonds or other securities of the Company, and may tender securities as part of the Offer.
DISCLAIMER. This announcement contains important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take or is unsure of the impact of the Offer as described in this announcement, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to submit Tender Instructions in the Offer. None of the Dealer Manager or the Company makes any recommendation whether Bondholders should submit Tender Instructions in the Offer. Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds in any circumstances in which such offer or solicitation is unlawful
This announcement does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Offer or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement comes are required by each of the Company and the Dealer Manager to inform themselves about and to observe any such restrictions.
This information is provided by RNS