30 May 2017 15:11
For immediate release 30 May 2017
Polyus Gold International Limited
("PGIL" or the "Issuer")
Notice to the Holders of
the U.S.$500,000,000 4.699 per cent. Guaranteed Notes due 2022
(Regulation S ISIN: XS1405766384; Regulation S Common Code: 140576638; Rule 144A ISIN: US73180YAB02; Rule 144A Common Code: 098266640; Rule 144A CUSIP: 73180YAB0)
(the "Notes")
issued by PGIL and unconditionally and irrevocably guaranteed by JSC Polyus Krasnoyarsk and PJSC Polyus (as such terms are defined below)
The Issuer refers to (i) the trust deed (the "Trust Deed") constituting the Notes dated 26 October 2016 between BNY Mellon Corporate Trustee Services Limited (the "Trustee"), the Issuer, Joint Stock Company Polyus Krasnoyarsk (formerly Joint Stock Company Gold-Mining Company Polyus) ("JSC Polyus Krasnoyarsk") and Public Joint Stock Company Polyus ("PJSC Polyus", together with JSC Polyus Krasnoyarsk, the "Guarantors") (PJSC Polyus having acceded to the Trust Deed as a guarantor pursuant to the further guarantee dated 13 February 2017), including the terms and conditions of the Notes appended to the Trust Deed as Schedule 2 Part C (the "Conditions"), (ii) the paying agency agreement (the "Paying Agency Agreement") dated 26 October 2016 between the Issuer, the Trustee, The Bank of New York Mellon, London Branch, The Bank of New York Mellon, New York Branch, The Bank Of New York Mellon SA/NV, Luxembourg Branch (formerly The Bank Of New York Mellon (Luxembourg) S.A.) and JSC Polyus Krasnoyarsk and (iii) the supplemental trust deed dated 30 May 2017 between the Issuer, the Trustee, the Guarantors, Polyus Finance Plc (the "New Issuer"), The Bank of New York Mellon, London Branch, The Bank of New York Mellon, New York Branch and The Bank Of New York Mellon SA/NV, Luxembourg Branch (the "Supplemental Trust Deed").
Capitalised terms not defined herein have the meanings given to them in the Trust Deed.
NOTICE IS HEREBY GIVEN that, pursuant to and in compliance with Clause 14.2 (Substitution) of the Trust Deed and Condition 12.3 (Substitution), by executing the Supplemental Trust Deed:
(i) the Issuer has transferred to the New Issuer, and the New Issuer has assumed, all of the Issuer's rights and obligations under the Notes, the Trust Deed and the Paying Agency Agreement;
(ii) the Issuer has been released from all of its obligations under the Notes, the Trust Deed and the Paying Agency Agreement; and
(iii) the New Issuer is deemed to be named in the Notes, the Trust Deed and the Paying Agency Agreement as the principal debtor in place of the Issuer and the Notes, the Trust Deed and the Paying Agency Agreement are deemed to be amended as necessary to give effect to such substitution.
Copies of the Supplemental Trust Deed are available for inspection at the principal offices of the Issuer and the New Issuer.
The name of Joint Stock Company Gold-Mining Company Polyus was changed to Joint Stock Company Polyus Krasnoyarsk with effect from 29 May 2017.
Forward looking statements
This announcement may contain "forward-looking statements" concerning the Issuer and the New Issuer. 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 the Issuer's or the New Issuer's operations. Many of these risks and uncertainties relate to factors that are beyond the Issuer's or the New Issuer'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. Neither the Issuer nor the New Issuer assumes any obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.