14 May 2020 14:57
For immediate release 14 May 2020
Polyus Finance Plc (the "Issuer")
Completion of the early redemption of the U.S.$250,000,000 1.00 per cent. convertible bonds due 2021 guaranteed on a joint and several basis by Public Joint Stock Company Polyus and Joint Stock Company Polyus Krasnoyarsk (ISIN: XS1759275578) (the "Bonds")
Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds set out in part B of schedule 2 to the trust deed constituting the Bonds dated 26 January 2018 (the "Conditions").
Following the optional redemption notice (the "Optional Redemption Notice") given by the Issuer to the Bondholders on 17 April 2020, all Bondholders exercised their Conversion Rights in accordance with Conditions 6(A) and 6(B) by submitting the Conversion Notices in respect of all of the Bonds outstanding. The Issuer completed the transfer of the GDRs to the converting Bondholders on 14 May 2020.
As a result of the conversion procedure, 4,089,567 GDRs were transferred to the converting Bondholders under the Conversion Notices received after the date of the Optional Redemption Notice, which constitutes approximately 1.52% of the Parent Guarantor's share capital.
Overall, since 8 March 2018, the Conversion Period Commencement Date, a total of 4,513,871 GDRs were transferred to the converting Bondholders, including 4,089,567 GDRs transferred under the Conversion Notices received after the date of the Optional Redemption Notice, which in the aggregate constitutes approximately 1.68% of the Parent Guarantor's share capital.
Polyus
Polyus is the largest gold producer in Russia and one of the top five gold miners globally with the lowest cost position. Based on its 2019 Ore Reserves and Mineral Resources, the Polyus group ranks the third by attributable gold reserves among the world's largest gold mining companies.
The Polyus group's principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Republic of Sakha (Yakutia).
IMPORTANT NOTICE
The early redemption of the Bonds cannot be accepted in any jurisdiction where such redemption would be prohibited or restricted by applicable law, or by residents of such jurisdictions. No document related to the exercise of the early redemption option can be transmitted, directly or indirectly, in any such jurisdictions, or to such persons.
This notice does not constitute an offer to sell or a solicitation of a purchase or a purchase order of securities in any jurisdiction.
This notice and information contained herein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this notice is not intended for any persons 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 (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Neither the Bonds nor the GDRs have been and will be registered in Russia and neither the Bonds nor the GDRs are intended for "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.
Neither the Bonds nor the GDRs have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and neither the Bonds nor the GDRs may be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state or local securities laws.
Forward looking statements
This notice 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 notice. 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.