RE: what's going on9 Mar 2022 09:26
Statement on the UK's Sanctions on Dealings in Transferable Securities or Money Market Instruments
Petropavlovsk PLC ("Petropavlovsk" or the "Company") is aware of the provisions of Regulation 16 of the UK's Russia (Sanctions) (EU Exit) Regulations 2019 (the "Regulations") in relation to dealings with transferable securities or money market instruments ("Securities") issued by certain sanctioned entities or by certain persons connected with Russia as defined in the Regulations (each a "PCWR").
Having taken legal advice on this issue, the Company does not consider that its shares or debt instruments are Securities in which dealings are restricted under the Regulations on the grounds that:
· the Company is domiciled in the UK and is therefore excluded from the operation of Regulation (16)(4C) (by operation of Regulation (16)(4D)(a)(ii)); and
· although the Company has a number of direct and indirect shareholders who are PCWRs and who are domiciled in Russia or may be restricted under the Regulations, it is not owned by a PCWR (within the meaning of Regulations (16)(4D)(b) and (16)(7)), because - to the Company's knowledge - no such shareholder holds, directly or indirectly, more than 50% of the shares or voting rights in the Company.
The Company is cognizant that the Regulations are complex and intends therefore to seek confirmation from the Office of Financial Sanctions Implementation that its interpretation of the Regulations is correct.
Recent analysis undertaken for the Company indicates that, at 31 January 2022 (being the latest date at which such analysis was performed) 49.90% of the Company's issued share capital was beneficially owned by Russian individuals or entities.
The Company has not issued any Securities on or after 1 March 2022. Notice of conversion of US$5,400,000 of the US$125m convertible bonds guaranteed by the Company has been received and, subject to the admission of those shares to listing, is currently expected to be settled by the issue of ordinary shares in the Company by 14 March 2022. Future issuances of Securities (including in respect of the aforementioned conversion notice) will be announced in advance by the Company.
In the event that the Company's interpretation of the Regulations proves to be incorrect, or if circumstances otherwise change such that the Company becomes subject to the restrictions set out in Regulation 16 of the Regulations, any person who, directly or indirectly, deals with Securities issued by the Company after 1 March 2022 in circumstances where that person knows or has reasonable cause to suspect that he or she is dealing with Securities which are subject to the Regulations may be guilty of committing an offence.