RNS Number : 2453N
PJSC Polyus
28 September 2021
 

Date: 28 September 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).

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"), that it has today announced invitations to the holders of the following series of notes issued by Polyus Finance plc (the "Issuer") and guaranteed by Joint Stock Company Polyus Krasnoyarsk ("JSC Polyus") and the Company (the Company, together with JSC Polyus, the "Guarantors") (each of the series of notes referred to below, a "Series", and all outstanding notes of each Series together, the "Notes"), to tender the Notes for purchase by the Offeror for cash (each such invitation, an "Offer" and, together, the "Offers") at the relevant Purchase Price (as set out below) and subject, amongst other things, to the Financing Condition (as defined below) and the Maximum Acceptance Amount (as set out below).

The Offeror will also pay accrued and unpaid interest in respect of all Notes validly tendered and accepted for purchase by the Offeror, from (and including) the interest payment date for the relevant Series immediately preceding the Settlement Date to (but excluding) the Settlement Date (such payment, "Accrued Interest").

Description of the Notes

Common code/ISIN for Regulation S Notes

Common code/ISIN/CUSIP for Rule 144A Notes

Outstanding principal amount

Minimum Denomination and multiples to instruct

Purchase Price

Maximum Acceptance Amount

U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (the "2022 Notes")

140576638 / XS1405766384

098266640 / US73180YAB02 / 73180YAB0

U.S.$482,806,000

U.S.$200,000 and integral multiples of $1,000 in excess thereof

U.S.$1,020.00 per U.S.$1,000 in principal amount of the 2022 Notes

Up to U.S.$500,000,000 in aggregate principal amount across all Series of Notes (subject to increase, decrease or amendment at the discretion of the Offeror and subject to applicable law)

U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (the "2023 Notes")

153392293 / XS1533922933

111731179 / US73180YAC84 / 73180YAC8

U.S.$787,800,000

U.S.$200,000 and integral multiples of $1,000 in excess thereof

U.S.$1,058.75  per U.S.$1,000 in principal amount of the 2023 Notes

US$500,000,000 4.70 per cent Guaranteed Notes due 2024 (the "2024 Notes")

171347432 / XS1713474325

111730962 / US73181LAA98 / 111730962

US$470,134,000

U.S.$200,000 and integral multiples of $1,000 in excess thereof

U.S.$1,077.50  per U.S.$1,000 in principal amount of the 2024 Notes

 

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") which is available, subject to certain restrictions, on the Offer Website: https://deals.lucid-is.com/polyus.

The Offers to purchase the outstanding Notes are subject to the terms and conditions contained in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Offers are expected to be funded with the proceeds of the issuance by the Issuer of new unsecured and unsubordinated notes guaranteed by the Guarantors (the "New Notes") (the "Financing Condition"). Accordingly, each Offer is subject to (i) completion of the issue of the New Notes on terms and conditions satisfactory to the Offeror and the Issuer, on or prior to the Settlement Date, and (ii) receipt by the Offeror of an amount equal to a portion of proceeds of the issue of the New Notes sufficient in order to enable the Offeror to finance, in whole or in part, the payment by it of the relevant Purchase Price and Accrued Interest in respect of all Notes validly tendered and accepted for purchase pursuant to the Offers.

Introduction to and Rationale for the Offers

On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Noteholders (subject to the Offer and Distribution Restrictions contained herein) to tender their Notes for purchase by the Offeror at the relevant Purchase Price together with Accrued Interest.

The Offers are made to extend the existing debt maturity profile of the Group and lower the Group's cost of funding.

The Offeror intends to enter into an agreement with the Issuer under which the Offeror will, on or about the Settlement Date, sell and transfer or, if required, procure the cancellation of, the Notes validly tendered in the Offers and accepted for purchase by the Offeror in consideration of the Issuer paying to the Offeror the purchase price for the Notes so transferred or, where applicable, cancelled, on the terms and conditions of such agreement.

Acceptance of the Notes

The Offeror intends to prioritise the purchase of the 2023 Notes and the 2024 Notes over the 2022 Notes and intends to set the Series Acceptance Amounts such that the aggregate principal amount of Notes of all Series to be accepted for purchase is no greater than the Maximum Acceptance Amount, subject, in each case, to the right of the Offeror to accept or reject tenders of any Notes in any Series in its sole and absolute discretion.

The Offeror will determine each such Series Acceptance Amount in its sole and absolute discretion and reserves the right to accept for purchase significantly more or less (or none) of the Notes of any one Series as compared to the other Series. The Offeror reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Acceptance Amount or purchase the Notes in aggregate principal amount of less than or more than the Maximum Acceptance Amount, subject to applicable law.

If tenders of the Notes submitted in respect of any Series represent a greater aggregate principal amount of Notes than the relevant Series Acceptance Amount, without prejudice to the right of the Offeror to accept or refuse any tenders of the Notes at its sole discretion as described in the Tender Offer Memorandum, tenders thereof will be accepted on a pro rata basis in the manner specified in the Tender Offer Memorandum.

Payment

The Offeror will pay, on the Settlement Date, (i) the relevant Purchase Price for the relevant Notes validly tendered and accepted by it for purchase pursuant to the Offers; and (ii) Accrued Interest in respect of the Notes validly tendered and accepted for purchase pursuant to the Offers.

Allocation Identifier Codes and Allocation of the New Notes

The Offers are being made in connection with a concurrent offering of the New Notes.

Noteholders who wish to tender their Notes for cash and also subscribe for the New Notes should quote the Allocation Identifier Code, which can be obtained by contacting the Dealer Managers before the Expiration Deadline, in their Tender Instructions.

The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Offers is not an allocation of the New Notes.

The Issuer will review the Tender Instructions and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of the New Notes. However, the Issuer is not obliged to allocate the New Notes to Noteholders in the same principal amount as the principal amount of the Notes validly tendered or at all and any cash amount received by a Noteholder for the purchase of the Notes by the Offeror pursuant to the Offers may be more or less than the aggregate principal amount of the New Notes such Noteholders may be allocated, if any.

In order to apply for the purchase of the New Notes, such Noteholder must make a separate application to any of the joint book-running managers for the New Notes. Any allocations of the New Notes, while being considered by the Issuer as set out above, will be made in accordance with customary new issue allocation processes and procedures.

The ability to purchase the New Notes and the effectiveness of the use of Allocation Identifier Codes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Information Memorandum).

Indicative Timetable for the Offers

The expected timetable of events will be as follows:

Date and Time


Action

28 September 2021


Commencement of the Offers

Offers announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems, DTC and via the website of the London Stock Exchange.

Tender Offer Memorandum is available from the Offer Website run by the Information and Tender Agent: https://deals.lucid-is.com/polyus.

5 October 2021 at

17:00 hours London time


Expiration Deadline

Deadline for receipt by the Information and Tender Agent of all valid Tender Instructions in order for Noteholders to be able to participate in the Offers. Deadline for the tendering Noteholders to obtain an Allocation Identifier Code (as defined below) from the Dealer Managers.

As soon as reasonably practicable after the Expiration Deadline


Announcement of Indicative Results

The Offeror will announce indicative results of the Offers, including the amount of Notes tendered, expected amount of Notes to be accepted in the Offers, expected values of each Series Acceptance Amount and expected values of each Series Scaling Factor (if applicable).

As soon as reasonably practicable after the pricing of the New Notes


Announcement of Acceptance and Results

The Offeror will announce whether the Transaction Conditions (including the Financing Condition) are expected to be satisfied and, if so, the announcement by the Offeror of:

(i)    whether the Offeror will accept valid tenders of the Notes pursuant to each Offer;

(ii)   each Series Acceptance Amount;

(iii)  each Series Scaling Factor (if applicable);

(iv)  the aggregate principal amount of each Series of Notes that will remain outstanding following completion of the relevant Offer; and

(v)   the confirmation of the final Settlement Date for the Offers.

On or about 19 October 2021


Settlement Date

Subject to the satisfaction (or, if applicable, the waiver) of the Transaction Conditions (including the Financing Condition), the expected Settlement Date for the Offers.

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Offeror and JSC Polyus have retained Bank GPB International S.A., J.P. Morgan Securities plc, Renaissance Securities (Cyprus) Limited, Sberbank CIB (UK) Limited and VTB Capital plc to act as Dealer Managers for the Offers.

Operational Procedure Description

In order to participate in the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent prior to 17:00 hours, London time, on 5 October 2021. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.

If you need further information about the Offers, please contact the Dealer Managers or the Information and Tender Agent.

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.



 

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.

15, rue Bender

L-1229 Luxembourg

 

Telephone: +7 499 271 9154 / +7 495 988 2353

Attention: Liability Management Group, DCM

Email: Liability.management@gazprombank.ru

 

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

For information by telephone: +44 20 7134 2468

Attention: Liability Management

Email: em_europe_lm@jpmorgan.com

 

Renaissance Securities (Cyprus) Limited

Arch. Makariou III, 2-4

Capital Center, 9th Floor

Nicosia, 1065

Republic of Cyprus

 

Tel: +357 22 360 000

Fax:+357 22 670 670

Email:SyndicateDCM@rencap.com

 

Sberbank CIB (UK) Limited

85 Fleet Street
London EC4Y 1AE

United Kingdom

 

Email: liability_management@sberbank-cib.ru

 

VTB Capital plc

14 Cornhill

London EC3V 3ND

United Kingdom

 

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.



 

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:

(a)     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);

(b)     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

(c)     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.

Italy

will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offers are being carried out in Italy as exempted offers pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation No11971 of 14 May 1999, as amended.

Noteholders, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 ofSeptember 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Russia

This announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Unless the relevant Notes are admitted to the public circulation in Russia, information contained in the Tender Offer Memorandum or any other document or material relating to the Offers is not intended for any persons in Russia who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs

Switzerland

The Offers do not constitute a public offering of securities pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the relevant Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.

 

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