24 Jun 2022 15:26
24 June 2022
Polyus Finance Plc announces Consent Solicitation for its outstanding U.S.$800,000,000 5.250% Guaranteed Notes due 2023, U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and U.S.$700,000,000 3.25% Guaranteed Notes due 2028
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM.
Polyus Finance Plc (the "Issuer") today announces a solicitation (the "Consent Solicitation") to consider and, if thought fit, consent (the "Consent") to the Proposals (as defined in the Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 24 June 2022 (the "Memorandum"), which will approve the replacement of the Trustee with the New Trustee. The Consent Solicitation begins on the date of the Memorandum. The Consent Deadline (each, as defined below) for Consent Solicitation is 12:00 p.m. (London time) on 4 July 2022 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Consent Solicitation, subject to applicable law and the provisions of the relevant Trust Deed) (such time and date, as the same may be extended, the "Consent Deadline").
Adoption of each Written Resolution requires the Requisite Consents. To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline. Only Noteholders who hold the Notes as of 1 July 2022 (the "Record Date") may submit a Consent Instruction. No consent fee shall be payable with respect to the Consent Solicitation.
THE ISSUER ANTICIPATES THAT, PROMPTLY AFTER RECEIPT OF THE REQUISITE CONSENTS AT OR PRIOR TO THE CONSENT DEADLINE (THE TIME OF SUCH RECEIPT, THE "EFFECTIVE TIME"), IT WILL GIVE NOTICE TO NOTEHOLDERS THAT THE REQUISITE CONSENTS HAVE BEEN ACHIEVED. NOTEHOLDERS SHOULD NOTE THAT THE EFFECTIVE TIME MAY FALL PRIOR TO THE CONSENT DEADLINE. AS OF AND AFTER THE EFFECTIVE TIME, ALL CURRENT NOTEHOLDERS, INCLUDING NON-CONSENTING NOTEHOLDERS, AND ALL SUBSEQUENT NOTEHOLDERS WILL BE BOUND BY THE RELEVANT WRITTEN RESOLUTION.
Neither the Trustee, nor any of its directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Proposals. The Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation except those to which it is a party. Neither the Trustee, nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Memorandum or any other documents referred to in the Memorandum or assumes any responsibility for any failure by the Issuer or the Guarantors to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.
Copies of the Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/59/Holder/polyus-finance-plc.
Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Memorandum.
The following table sets forth details of the Notes:
Description of the Notes | ISIN Code/ Common Code (Regulation S Notes) | ISIN Code/ Common Code/ CUSIP Code (Rule 144A Notes) | Outstanding Principal Amount |
U.S.$800,000,000 5.250% Guaranteed Notes due 2023 | XS1533922933 / 153392293 | US73180YAC84 / 111731179 / 73180YAC8 | U.S.$330,007,000 |
U.S.$500,000,000 4.70% Guaranteed Notes due 2024 | XS1713474325 / 171347432 | US73181LAA98 / 111730962 / 73181LAA9 | U.S.$322,604,000 |
U.S.$700,000,000 3.25% Guaranteed Notes due 2028 | XS2396900685 / 239690068 | US73181LAB71 / 239725104 / 73181LAB7 | U.S.$700,000,000 |
Rationale for the Consent Solicitation
In this Consent Solicitation the Issuer seeks the consent of the holders of the Notes to remove the Trustee and replace it with the New Trustee in respect of all series of the Notes. The Trustee informed the Issuer on 9 May 2022 of its inability to continue acting as the trustee in connection with all series of the Notes. This decision reflects the recent introduction of restrictions, including, among others, full blocking restrictions and sanctions on certain Russian companies and individuals, sovereign debt restrictions and other sanctions.
General Conditions to the Consent Solicitation
Adoption of each Written Resolution requires the Requisite Consents. To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.
In order for the Issuer to implement the Proposals, the Requisite Consents must be achieved by the Consent Deadline, i.e., at or prior to the Consent Deadline, Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes. Noteholders should refer to Annex A to the Memorandum for full text of the Proposals and further detail.
The Issuer is not under any obligation to accept any Consent. Consents may be rejected in the sole and absolute discretion of the Issuer for any reason or no reason, and the Issuer is under no obligation to Noteholders to furnish any reason or justification for refusing to accept any of them. For example, Consents may be rejected if the Consent Solicitation is terminated (including if the Requisite Consents are not received), subject to applicable law and the provisions of the relevant Trust Deed, if the Issuer determines that a Consent Instruction is not timely received or duly completed, or if the Consent Solicitation does not comply with the relevant requirements of a particular jurisdiction or for any other reason. In case the Requisite Consents are not received by the Consent Deadline, the Consent Solicitation will be terminated and all Consent Instructions will be automatically deemed to be withdrawn. Immediately upon terminating the Consent Solicitation, the Issuer shall notify the Noteholders in accordance with "Announcements" below.
A Consent given pursuant to the Consent Solicitation will only be accepted after the delivery of a valid Consent Instruction, in each case in accordance with the procedures described in "Procedures for Participating in the Consent Solicitation".
The Issuer expressly reserves the right, in its sole and absolute discretion, to delay the acceptance of Consents delivered pursuant to the Consent Solicitation in order to comply with applicable laws or for any other reason. Notwithstanding the foregoing, the Issuer will at all times have the discretion to accept or reject any Consent, the delivery of which would otherwise be invalid or, in the sole opinion of the Issuer, may otherwise be invalid. Noteholders are advised that the Issuer may, in its sole and absolute discretion, accept or reject Consents delivered pursuant to the Consent Solicitation on more than one date if the Consent Solicitation is re-opened.
The Issuer reserves the right, in its sole and absolute discretion, to waive, where possible, any and all of the conditions to the Consent Solicitation at any time and from time to time. The Issuer may, subject to applicable law and the provisions of the relevant Trust Deed, at its option and in its sole and absolute discretion, amend the Consent Solicitation in any respect at any time before any acceptance by it of the Consents.
The failure by any person to receive a copy of the Memorandum or any announcement made or notice issued in connection with the Consent Solicitation will not invalidate any aspect of the Consent Solicitation. No binding acknowledgement of receipt of any Consent Instruction and/or any other documents will be given by the Issuer, the Guarantors or the Information and Tabulation Agent.
Requisite Consents
In order for the Issuer to implement the Proposals, the Requisite Consents must be achieved by the Consent Deadline, i.e., at or prior to the Consent Deadline, Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes. Noteholders should refer to Annex A to the Memorandum for full text of the Proposals and further detail.
Participation in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent, by no later than the Consent Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.
A duly executed Consent Instruction shall bind the Noteholder that executed the relevant Consent Instruction and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates. In order to cause a Consent to be given with respect to Notes, the applicable Noteholder must complete and sign the Consent Instruction, and deliver it to the Information and Tabulation Agent by registering on the Consent Solicitation Website on https://i2capmark.com/event-details/59/Holder/polyus-finance-plc and then uploading the completed Consent Instruction in pdf format to the "My Holding" section on the Consent Solicitation Website using the "uploads" function. To access the Consent Solicitation Website and submit completed Consent Instructions, Noteholders are required to provide proof of holding as of the Record Date. Acceptable form of proof of holding must include (i) the statement of holdings report and/or a similar document generated by electronic records of and/or issued by DTC, Euroclear or Clearstream, Luxembourg, as applicable, and (ii) a statement of account from a Direct Participant, each acceptable form of proof of holding confirming (a) the DTC, Euroclear or Clearstream, Luxembourg Direct Participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of each relevant series of the Notes held. Noteholders should contact their representative Direct Participant, bank, securities broker or other intermediary through which they hold their respective Notes immediately to obtain proof of holding.
Noteholders may contact the Information and Tabulation Agent via email at info@i2capmark.com if they require assistance.
The Issuer is under no obligation to accept any valid Consents delivered pursuant to the Consent Solicitation. The acceptance of Consents validly delivered pursuant to the Consent Solicitation is at the sole and absolute discretion of the Issuer and Consents delivered pursuant to the Consent Solicitation may be rejected by the Issuer for any reason or no reason. The Issuer will be deemed to have accepted validly delivered Consent Instructions if and when the Issuer gives oral or written notice to the Information and Tabulation Agent of the Issuer's acceptance of such Consent Instructions pursuant to the Consent Solicitation.
It is a term of the Consent Solicitation that Consent Instructions are irrevocable, subject to applicable law and the provisions of the relevant Trust Deed.
Indicative Timetable
The following table sets out the expected dates and times of the key events relating to the Consent Solicitation. The times and dates below are indicative only and are subject to change, including as a result of market conditions.
Event | Time and Date |
Commencement of the Consent Solicitation The Consent Solicitation is announced. The Memorandum becomes available from the Information and Tabulation Agent. | 24 June 2022 |
Record Date | 1 July 2022 |
Effective Time The Issuer anticipates that, promptly after the receipt of the Requisite Consents at or prior to the Consent Deadline, it will give notice by way of an officer's certificate to the Trustee that the Requisite Consents have been achieved. |
The time at which the Requisite Consents have been obtained (which, for the avoidance of doubt, may be at or prior to the Consent Deadline). |
Consent Results Announcement Announcement that the Requisite Consents to implement the Proposals have been obtained and, accordingly, each Written Resolution has been passed. |
As soon as reasonably practicable after the Effective Time. |
Consent Deadline The final deadline for the Noteholders to submit their Consent Instructions. The Consent Solicitation will be terminated on the Consent Deadline. However, if the Requisite Consents have not been achieved at or prior to the Consent Deadline, as soon as reasonably practicable after such Consent Deadline, the Issuer will announce whether it will terminate, extend or re-open the Consent Solicitation (in each case, subject to applicable law and the provisions of the Trust Deed). | 4 July 2022 (12:00 p.m. (London time)) |
Proposals Effectiveness Announcement Announcement that the Proposals have come into effect. |
As soon as reasonably practicable upon execution of the Amendment Documents. |
Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication through the website of the London Stock Exchange and by the delivery of notices to the Clearing Systems for communication to Noteholders. Copies of all announcements, notices and press releases are available on the Consent Solicitation Website and can also be obtained from the Information and Tabulation Agent, whose contact details are on the last page of the Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tabulation Agent for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact the Investor Relations Department of PJSC Polyus for information at the email address or on the telephone number on the last page of the Memorandum.
Questions and requests for assistance in connection with the delivery of Consent Instruction may be directed to the Information and Tabulation Agent.
Information and Tabulation Agent:
i2 Capital Markets Ltd
Kemp House, 160 City Road
London, ECV 2NX, United Kingdom
Email: info@i2capmark.com
Phone: +44 203 633 1212
Consent Solicitation Website: https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
Questions and requests for assistance in connection with the Consent Solicitation may also be directed to the Investor Relations Department of PJSC Polyus.
PJSC Polyus
Investor Relations
3 bldg 1, Krasina St., Moscow, 123056, Russia
Email: ir@polyus.com
Phone: +7 495 641 33 77
DISCLAIMER
This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of its participation in the Consent Solicitation, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.
None of the Issuer, the Guarantors, the Trustee, the Information and Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Issuer, the Guarantors, the Trustee, the Information and Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should provide Consent, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. The Information and Tabulation Agent is agent of the Issuer and owe no duty to any Noteholder.
This announcement is for informational purposes only. The Consents are only being solicited pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law.