6 Nov 2019 16:24
This notice is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be prohibited by law. The distribution of this notice may be restricted by law in certain jurisdictions and persons, into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This notice does not contain or constitute an offer of, or the solicitation of an offer to purchase or subscribe for, the shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The offer referred to herein is for the securities of a foreign company and the offer and sale of the shares referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan. The offer referred to herein is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements of the issuer have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under United States federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
Members of the general public are not eligible to take part in the sale. In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this notice and any offer, if made subsequently, is sent and addressed to and directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation 2017/1129/EU, as amended or superseded) ("Qualified Investors"). In the United Kingdom this notice is sent and distributed to and directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and the shares will only be available to, and any investment activity to which this notice relates will only be engaged in with, such persons and it should not be relied on by anyone other than such persons.
THIS NOTICE AND THE INFORMATION CONTAINED IN IT ARE PROVIDED EXCLUSIVELY FOR INFORMATION PURPOSES ONLY AND ARE NOT AN OFFER OR A PART OF AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF SECURITIES IN ANY JURISDICTION INCLUDING THE USA, AUSTRALIA, CANADA AND JAPAN.
6 November 2019
Notice of the possibility to exercise the pre-emption right to purchase securities being placed - the additional shares of PJSC Polyus
Dear shareholder,
Public Joint Stock Company Polyus (OGRN: 1068400002990, location: Russian Federation, Moscow; hereinafter - the "Issuer", "PJSC Polyus") reports that on 24 October 2019, the Bank of Russia registered the additional issue of ordinary registered uncertificated shares of PJSC Polyus placed by way of closed subscription; the state registration number of the additional issue is 1-01-55192-E-002D (hereinafter - the "Shares").
PJSC Polyus notifies that in accordance with Articles 40 and 41 of Federal Law No. 208-FZ on Joint Stock Companies dated 26 December 1995, the Issuer's shareholders who voted against or did not participate in voting on the agenda item "On the increase of the charter capital of PJSC Polyus by placing additional shares by way of closed subscription" at the Issuer's extraordinary general meeting of shareholders held on 30 September 2019 (Minutes No. 02-19/OCA dated 1 October 2019), have a pre-emption right to purchase additional Shares in the number pro rata to the number of ordinary registered uncertificated shares of the Issuer owned by them as of 6 September 2019.
1. Number of placed Shares
The total number of additional Shares placed is seven hundred thousand (700,000) shares with the nominal value of one (1) ruble each.
2. Placement price of the Shares
The placement price of one Share, including the placement price of one Share to persons included in the list of persons having the pre-emption right to purchase securities, is 7 352 rubles (the placement price of Shares is determined in accordance with Articles 36 and 77 of Federal Law No. 208-FZ on Joint Stock Companies dated 26 December 1995 and Clause 8.4 of the Decision on Securities Issue (hereinafter - the "Decision on Additional Shares Issue"), the resolution of the Issuer's Board of Directors dated 6 November 2019, Minutes No. 16-19/СД dated 6 November 2019).
Shares payment procedure
The Shares shall be paid in monetary funds in Russian rubles.
When paying for securities with monetary funds, such funds in Russian rubles shall be transferred to the Issuer's settlement account specified in the Decision on Additional Shares Issue and in this Clause below:
Credit organization details:
Full company name: | Public Joint Stock Company ROSBANK |
Short company name: | PJSC ROSBANK |
Location: | Moscow |
Address: | 34, Mashi Poryvaevoy street, Moscow, 107078, Russia |
The Bank branch | The Moscow Branch of PJSC ROSBANK |
Bank details of the accounts to which the monetary funds paid for the Shares shall be transferred:
Settlement account: | 40702810300000015709 |
Correspondent account: | 30101810000000000256 |
BIK: | 044525256 |
INN (Taxpayer Identification Number) of the bank: | 7730060164 |
Beneficiary: | Public Joint Stock Company Polyus |
INN (Taxpayer Identification Number) of the Beneficiary: | 7703389295 |
Payment for the Shares, placed under the pre-emption right to purchase the securities being placed, shall be made within the pre-emption right period (see Clause 4 of this notice). Securities shall be credited to the personal account of the Applicant in the Issuer's shareholder register system only after full payment for the Shares and no later than the date of the completion of the placement.
The obligation to pay for the Shares being placed with monetary funds shall be deemed to have been fulfilled when the monetary funds have been credited to the above-mentioned settlement account of the Issuer.
Cash payments are not envisaged.
3. Procedure for determining the number of the Shares that may be purchased by each person having the pre-emption right
The maximum number of Shares that may be purchased by any person by way of exercising their pre-emption right to purchase the Shares shall be determined pro rata to the number of the Issuer's ordinary shares owned by them as of the date of the preparation of the list of persons entitled to participate in the general meeting of shareholders at which the resolution, under which the Shares are being placed by way of closed subscription (6 September 2019), was adopted and shall be determined according to the following formula:
X = A / 133,561,119 × 700,000, where
X is the maximum number of Shares that may be purchased by any person having the pre-emption right to purchase them;
A is the number of the Issuer's ordinary registered shares owned by the Applicant as of the date of the preparation of the list of persons entitled to participate in the general meeting of shareholders at which the resolution, under which the Shares are being placed by way of closed subscription, was adopted;
One hundred thirty-three million five hundred sixty-one thousand one hundred nineteen (133,561,119) is the total number of the Issuer's ordinary registered uncertificated shares placed earlier, as of the date of the preparation of the list of persons entitled to participate in the general meeting of shareholders at which the resolution, under which the Shares are being placed by way of closed subscription, was adopted;
Seven hundred thousand (700,000) is the number of Shares being placed by the Issuer in accordance with the Decision on Additional Shares Issue.
If as a result of determination of the number of additional ordinary registered uncertificated shares being placed, within which the person having the pre-emption right to purchase the specified shares may exercise the pre-emption right, a fractional number is generated, such person shall be entitled to purchase a part of an additional ordinary registered uncertificated share being placed (a fractional share) corresponding to the fractional part of the resulting number.
A fractional share gives the shareholder holding it the rights granted by the share of the corresponding category within the scope corresponding to the part of the whole share it makes up.
Fractional shares shall be traded pari passu with the whole shares. Title to fractional shares shall be registered in the shareholder register system on personal accounts of registered persons without rounding.
Please note that the Russian legislation implies that you may purchase fractional shares while exercising your pre-emption right, although a fractional share does not considerably affect the number of votes you hold at the general meeting of shareholders and does not significantly increase the amount of due dividends (if any dividends are payable to shareholders), whereas the alienation of such a fractional share may result in additional expenses or efforts on your part that are usually not compatible with the benefits associated with such fractional share ownership. For this reason, it may be preferable for you to purchase a whole number of shares.
4. Procedure for submission of the applications to purchase the Shares by the persons having the pre-emption right to purchase the Shares to the Issuer
A person having the pre-emption right to purchase the Shares shall be entitled to exercise its pre-emption right in full or in part within the pre-emption right period by submitting an application on the purchase of the placed Shares (hereinafter - the "Application") and fulfilling payment obligations thereupon.
If the person exercising the pre-emption right (hereinafter - the "Applicant") is registered in the Issuer's shareholder register:
® the Application shall contain information making it possible to identify the Applicant and the number of Shares to be purchased;
® the Application shall be sent or handed in to the Issuer's registrar, Joint Stock Company Independent Registrar Company R.O.S.T. (hereinafter - the "Registrar"), at the registrar's central office at the address specified in Clause 8.3 of the Decision on Additional Shares Issue or any branch of the registrar listed on its official website https://www.rrost.ru/ against written acknowledgement of receipt - a written document signed by the person submitting the Application for the purchase of the Shares under the pre-emption right. The registrar shall receive the Applications against written acknowledgement every business day from 10:00 am to 1:00 pm. The Application may also be submitted by sending an electronic document signed by a qualified electronic signature to the Registrar as provided for by the Rules of the securities holders register maintenance approved by the Registrar;
® the application sent to or handed in to the Registrar shall be deemed submitted to the Issuer on the date of its receipt by the Registrar.
If the Applicant is not registered in the Issuer's shareholder register:
® the Applicant exercises the pre-emption right by giving the appropriate order (instruction) to the person keeping record of their title to the Issuer's shares. Such an order (instruction) shall be given in accordance with the requirements of the legislation of the Russian Federation on securities and shall contain the quantity of securities being purchased;
® the Application shall be deemed submitted to the Issuer on the date of receipt of a message containing the expression of will of the Applicant by the Registrar from the nominee holder registered in the Issuer's shareholder register.
It is recommended that the Application (order (instruction) to the person keeping record of the title of the Applicant not registered in the Issuer's shareholder register to the Issuer's shares) also include the following information:
® heading: Application for the Purchase of Shares of PJSC Polyus;
® for individuals: surname, name, patronymic (if any) of the Applicant, registration address, passport data (date and place of birth, series, number and date of issuance of the passport, the authority that issued the passport); taxpayer identification number (INN);
® for legal entities: full company name, address of the legal entity within its location, primary state registration number (OGRN), taxpayer identification number (INN);
® Applicant's contact details (postal address, phone number with long-distance code, e-mail address (if available));
® Applicant's bank details, under which, in cases stipulated by law, monetary funds may be returned;
® number of the personal account in the register of the Issuer's securities holders (if the Applicant has two or more accounts of the same type in the register of the Issuer's securities holders).
It is recommended that a document confirming the fulfillment by the Applicant of the obligation to pay for the Shares to be placed be attached to the Application (order (instruction) to the person keeping record of the title of the Applicant not registered in the Issuer's shareholder register to the Issuer's shares).
It is also recommended that the Applicant should include in the Application (order (instruction) to the person keeping record of the title of the Applicant not registered in the Issuer's shareholder register to the Issuer's shares) a reference to the fact that if it is a beneficial (ultimate) owner of the Shares or a person making an investment decision to purchase the Shares (the "Owner"), or the Applicant on behalf of the Owner, if it is not the Owner, the Applicant acknowledges and confirms that Shares may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act; that the offer and sale of the Shares have not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan, and the offer of the Shares is subject to the disclosure requirements that are different from those of the United States; that the Owner is not located in the member states of the European Economic Area ("EEA"), where the offer shall be sent and addressed to and directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation 2017/1129/EU, as amended or superseded) ("Qualified Investors"), or is a Qualified Investor, or is not located in the United Kingdom, where the offer is sent and distributed to and directed exclusively at Qualified Investors with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or who fall within Article 49(2)(A) to (D) of the Order, or is a respective Qualified Investor; and that the Owner has not and will not take any action that will oblige PJSC Polyus to publish a prospectus or a supplement to the prospectus in any EEA member state or in any other jurisdiction.
The Application shall be signed by the Applicant or an authorized person, and the original or a notarized copy of a duly issued power of attorney or another document confirming the authority of the authorized person of the Applicant shall be attached to it.
The recommended form of the Application is published on the Issuer's website at: http://www.polyus.сom.
The Applicant shall be responsible for the credibility of the information specified in the Application and its conformance to the information contained in the Issuer's shareholder register.
The Application must be received, and the payment obligation must be fulfilled, within the pre-emption right period.
No later than within three (3) business days from the date of receipt of the Application, the Issuer shall consider it and send a notice to the Applicant on the Application approval or a notice of dismissal of the Application, with indication of reasons why the Application was dismissed, in accordance with the procedure set forth in Clause 8.5 of the Decision on Additional Shares Issue.
The Issuer shall have the right to dismiss the Application if:
® the Application does not meet the requirements provided for by Russian law and Clause 8.5 of the Decision on Additional Shares Issue;
® the Application does not identify the person on whose behalf the Application was submitted as a person having a pre-emption right to purchase the Shares;
® the original or a notarized copy of a duly issued power of attorney or another document confirming the authority of the representative is not attached to the Application submitted by the representative of the Applicant.
In the event of the receipt of a notice of dismissal of the Application, the Applicant is entitled to re-submit the Application after remediating deficiencies having resulted in the dismissal of the Application until the expiry of the pre-emption right period.
The Issuer shall deny the possibility to exercise the pre-emption right to the Applicant in the following cases:
® the Applicant did not fulfill the obligation to pay for the Shares within the period set forth in Clause 8.6 of the Decision on Additional Shares Issue. In this case, the Issuer sends to the Applicant a notice that the possibility to exercise the pre-emption right is denied within five (5) business dates after the expiry of the pre-emption right period, with indication of reasons why it is impossible to exercise the pre-emption right to purchase the Shares;
® the Application was received by the Issuer after the expiry of the pre-emption right period. In this case, the Issuer sends to the Applicant a notice that the possibility to exercise the pre-emption right is denied within five (5) business dates after the receipt of the Application, with indication of reasons why it is impossible to exercise the pre-emption right to purchase the Shares.
If the Applicant is denied the possibility to exercise the pre-emption right (the Application is dismissed unless it is re-submitted by the Applicant before the expiry of the pre-emption right period upon remediation of the deficiencies which constituted the ground for dismissal of the Application), the Issuer shall return to the Applicant the monetary funds received by the Issuer as payment for the Shares within five (5) business days following the expiry of the pre-emption right period (if bank details required for the refund are available) or the receipt of the request for the return the monetary funds, if such a request was received by the Issuer before the date of the expiry of the pre-emption right period. The monetary funds shall be returned to the bank account specified in the Application, and if such a bank account is not specified in the Application, they shall be returned to the bank account specified in the request for the return the monetary funds. The request for the return the monetary funds shall be sent to the Issuer in accordance with the procedure envisaged for the submission of the Application. If the bank account to which the monetary funds shall be returned is not specified in the Application or in the request for the return the monetary funds, the monetary funds shall be returned to the bank account of the Applicant according to the details available to the Registrar.
The notice that the Application is satisfied, the notice of dismissal of the Application and the notice that the possibility to exercise the pre-emption right is denied, shall be sent by the Issuer:
® to the persons registered in the Issuer's shareholder register - by registered mail at the address of the Applicant as set out in the Application (if no address was specified in the Application, at the address as set out in the Issuer's shareholder register) and handed in against written acknowledgement of receipt;
® to the persons not registered in the Issuer's shareholder register - by transfer to the Registrar who shall forward it to the nominal holder of the Issuer's shares having a valid customer account, pursuant to the rules of the Russian legislation on exercise of rights on securities by the persons whose rights on securities are maintained by a nominal holder. If the Applicant's address is specified in the Application, the notice that the Application is satisfied, the notice of dismissal of the Application, the notice that the possibility to exercise the pre-emption right is denied may be also sent by the Issuer by registered mail at the address as set out in the Application.
An agreement with the Applicant for the purchase of the Shares shall be deemed to have been entered into force upon occurrence of the latest of the following events:
® receipt by the Issuer of the duly submitted Application; or
® fulfillment by the Applicant of the obligation to pay for the Shares.
If the latest of the above events occurs before the date of the commencement of the Placement, the Agreement shall be deemed to be entered into on the date of the commencement of the Placement.
If a smaller number of Shares is specified in the Application than the number of Shares for which the payment was made, the Applicant shall be deemed to have exercised their pre-emption right to purchase Shares with respect to the number of Shares specified in the Application, and the Application shall be satisfied with respect to the number of Shares specified therein. In this event, the entire excess amount paid shall be refunded to the Applicant in accordance with the procedure and terms provided by Clause 8.5 of the Decision on Additional Shares Issue.
If a larger number of Shares is specified in the Application than the number of Shares for which the payment was made, the Applicant shall be deemed to have exercised their pre-emption right to purchase Shares with respect to the number of Shares for which the payment was made.
If a larger number of Shares is specified in the Application than the maximum number of Shares that the Applicant is entitled to purchase, and the number of Shares for which the payment was made is no less than the maximum number of Shares that the Applicant is entitled to purchase exercising their pre-emption right to purchase Shares, the Applicant is deemed to have exercised their pre-emption right to purchase Shares with respect to the maximum number of Shares that the Applicant is entitled to purchase exercising their pre-emption right to purchase Shares. In this event, the entire excess amount paid shall be refunded to the Applicant in accordance with the procedure and terms provided by Clause 8.5 of the Decision on Additional Shares Issue.
In the above events, the excess amounts paid shall be refunded by bank transfer within five (5) business days after the expiry of the pre-emption right period (if bank details required for refund are available) or the receipt of the request for the return of the monetary funds, if such a request was received by the Issuer before the date of the expiry of the pre-emption right period. The monetary funds shall be returned to the bank account specified in the Application, and if such a bank account is not specified in the Application, they shall be returned to the bank account specified in the request for the return the monetary funds. The request for the return the monetary funds shall be sent to the Issuer in accordance with the procedure envisaged for submission of the Application. If the bank account to which the monetary funds shall be returned is not specified in the Application or in the request for the return the monetary funds, the monetary funds shall be returned to the bank account of the Applicant according to the details available to the Registrar.
The Shares being purchased under the pre-emption right shall be credited to the personal account of the Applicant or a nominee holder for which the Applicant is a depositor only after making payment for them in full.
The Issuer shall send to the Registrar the instrument of transfer which constitutes the grounds for making the credit entry in the personal account of the Applicant or a nominee holder for which the Applicant is a depositor within three (3) business days upon receipt of the Application and fulfillment by the Applicant of the obligation to pay for the Shares.
Within three (3) business days upon receipt of the instrument of transfer, the Registrar shall write off the number of Shares specified in the instrument of transfer from the Issuer's issuer account and credit them to the personal account of the person or a nominee holder for which the Applicant is a depositor.
Securities shall be deemed placed as of the date on which an entry is made in the Issuer's security holders register to the effect that securities were credited to the personal account of the Applicant or a nominee holder for which the Applicant is a depositor.
5. Deadline for submitting the Application to the Issuer
The Application and the document(s) confirming the payment for the Shares shall be submitted during the pre-emption right period of forty-five (45) days from the date of the publication of the notice on the Issuer's website: http://www.polyus.com.
If the last day of the pre-emption right period falls on a weekend and/or public holiday, the end date of pre-emption right period shall be the next business day (Article 193 (Expiration of the Time Period on a Non-business Day) of the Civil Code of the Russian Federation).
Additional information for shareholders of PJSC Polyus
The conditions of the Shares placement, including for the exercise of the pre-emption right to purchase the Shares, are set forth in the Decision on Additional Shares Issue.
The Issuer and/or the Registrar shall at a stakeholder's request provide the latter with a copy of the Decision on Additional Shares Issue for a fee not exceeding the cost of production thereof.
The text of the registered Decision on Additional Shares Issue is available on the Issuer's web pages: http://www.e-disclosure.ru/portal/company.aspx?id=7832 and http://www.polyus.com.
Stakeholders may review its contents and obtain its copy for a fee not exceeding the cost of production thereof within seven (7) days from the date of making the respective claim at the following addresses:
1. Issuer:
3, bldg. 1, Krasina street, Moscow, 123056
To review the Decision on Additional Shares Issue and/or to obtain copy thereof, it is recommended that the Issuer's representative be contacted in advance:
Tel: +7 (495) 641 33 77
Fax: +7 (495) 785-45-90
E-mail: info@polyus.com
The bank details of the Issuer's settlement account to pay for the production cost of the copies of documents:
Settlement account: 40702810300000015709
with the Moscow Branch of PJSC ROSBANK,
Correspondent account 30101810000000000256
BIK 044525256
INN/KPP of the beneficiary: 7703389295 / 997550001
2. Registrar:
18, bldg. 13, Stromynka street, Moscow, 107996
To review the Decision on Additional Shares Issue and/or to obtain copy thereof, it is recommended that the Registrar's representative be contacted in advance:
Tel: +7 (495) 780-73-63
Fax: +7 (495) 780-73-67
E-mail: info@rrost.ru
Please note that in accordance with Paragraph 9 of Clause 1 of Article 8 of Federal Law No. 39-FZ on Securities Market dated 22 April 1996, registered persons shall comply with the register requirements for provision of information and documents to the register holder.
In case of change of the information on the registered person or if the Registrar does not have the registered person's file or set of documents, you should contact the Registrar at the place of registration of rights to shares before the Application is submitted to update the information according to the procedure specified in the effective statutory regulations.
If the registered persons fail to provide information on any changes in their data and/or the required documents, it may be impossible to make credit entries in the Applicants' accounts while, in accordance with Clause 16 of Article 8.2 of Federal Law No. 39-FZ on Securities Market dated 22 April 1996, PJSC Polyus and the Registrar are not liable for any losses incurred by this person in connection with the failure to provide such information.
Any costs related to making credit entries on payment for the placed securities to their initial holders' (purchasers') personal accounts (securities (depo) accounts) shall be borne by the Issuer.
The results of exercising the pre-emption right to purchase the securities being placed shall be summed up by the sole executive body of the Issuer within five (5) days upon expiry of the pre-emption right period. The Issuer shall disclose the information on the results of exercising the pre-emption right to purchase the securities being placed in the form of the statement "On the results of exercising the pre-emption right to purchase the securities being placed" in the news feed and on the web pages: http://www.e-disclosure.ru/portal/company.aspx?id=7832 and http://www.polyus.com.