11 Jul 2017 18:09
IMPORTANT NOTICE: NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 11 July 2017
PUBLIC JOINT STOCK COMPANY POLYUS
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Polyus entered into option agreements to consolidate 100% participation interest in SL Gold, the Sukhoi Log deposit JV
PJSC Polyus (LSE, MOEX - PLZL) ("Polyus" or the "Company"), the largest gold producer in Russia, announces that a 100% subsidiary of the Company, JSC Polyus Krasnoyarsk, has entered into a number of option agreements ("Additional Options") with LLC "RT Business Development" ("RT"), a wholly owned subsidiary of Russian State Corporation Rostec, to acquire an additional 25.1% participation interest in SL Gold Limited Liability Company ("SL Gold"), a holder of the Sukhoi Log deposit license.
Total consideration for the additional 25.1% participation interest is fixed at $145.9 million and will be payable in Polyus' shares within the next five years in five tranches, with Polyus having the right to accelerate. The number of Polyus' shares subject to transfer to RT in exchange for its 25.1% participation interest in SL Gold will be determined by dividing the USD amount of the consideration for each tranche by the average of daily weighted average price of Polyus' ordinary shares on the Moscow Exchange (converted in USD at the official exchange rate set by the Central Bank of Russia for each trading day) for a period of 90 days preceding the date of the respective option exercise notice.
The first tranche (a 3.8% stake in SL Gold for approx. $21.9 million) is expected to be paid using the Company's existing treasury shares within 30 business days from July 11, 2017. Using the 90-day average price this corresponds to 290,049 shares of the Company (i.e., approximately a 0.22% stake in the Company post the offering of its shares and global depositary shares on the London Stock Exchange and the Moscow Exchange priced June 30, 2017 ("Offering")). The relevant portion of Polyus' shares used as consideration will be subject to a lock up until January 1, 2018 (inclusive), which corresponds to the remainder of the 180-days lock-up period agreed to by the Company in connection with the Offering.
The remaining four tranches are excercisable in 2019-2022.
As previously announced, on December 16, 2016, JSC Polyus Krasnoyarsk, which held 50.1% in SL Gold, entered into cash option agreements with RT to acquire a 23.9% stake in SL Gold ("Initial Options") for the total consideration of approximately $139 million to be exercised during 2017-2022. The first option was exercised in May 2017, increasing JSC Polyus Krasnoyarsk's stake in SL Gold to 54.6%.
Taken together, entry into and the subsequent exercise of the Initial Options entered into in December 2016 and the Additional Options entered into in July 2017 will enable Polyus to consolidate 100% participation interest in SL Gold, the holder of the Sukhoi Log deposit license. Polyus intends to exercise these options.
This announcement contains inside information in accordance with Article 7 of EU Regulation 596/2014 of 16 April 2014.
Polyus
Polyus (www.polyus.com) is the largest gold producer in Russia and one of the top 10 gold miners globally with the lowest cost position. Based on its 2016 Ore Reserves and Mineral Resources, Polyus ranks second by attributable gold reserves and third by attributable gold resources among the world's largest gold mining companies.
Polyus group's principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic (Yakutia).
Enquiries:
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77 drozdovvi@polyus.com
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77 vasilevavs@polyus.com
Important Notice
The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to U.S. persons unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa.
This announcement is not, and under no circumstances is to be construed as, a public offer or advertising or an invitation to make offers to sell, purchase, exchange or otherwise transfer or dispose of any securities, including securities of foreign issuers, or other financial instruments in the Russian Federation within the meaning of Russian securities laws or to or for the benefit of any persons or entities resident, incorporated, established or having their usual residence in the Russian Federation, or to or for the benefit of any person located within the territory of the Russian Federation, who, in respect of depositary shares, is not a "qualified investor" within the meaning of Article 51.2 of the Russian Federal Law "On the Securities Market" No. 39-FZ dated 22 April 1996, as amended, and must not be distributed or circulated into the Russian Federation or made available in the Russian Federation, to any persons who are not qualified investors, unless and to the extent the recipients are otherwise permitted to access such information under Russian law. The depositary shares referred to in this announcement have not been registered in Russia or admitted to placement and/or public circulation in the Russian Federation and the information contained in this announcement is not to be made publicly available in the Russian Federation or passed on to third parties in the Russian Federation, unless otherwise permitted under Russian law. The securities are not intended for "offering", "placement" or "circulation" (each as defined in Russian securities laws) in the Russian Federation, except as permitted by Russian law.
Forward Looking Statements
Certain statements contained in this announcement, including any information as to the Company's strategy, plans or future financial or operating performance constitute "forward looking statements". These forward-looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors of the Company concerning, amongst other things, the Company's results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.
By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance and the Company's actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward looking statements contained in this announcement.
In addition, even if the Company's results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The forward looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.