13 Sep 2022 16:45
13 September 2022
Polyus Finance Plc announces an update on coupon payments in respect of its outstanding U.S.$500,000,000 4.70% Guaranteed Notes due 2024
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.
The reference is made to the outstanding U.S.$500,000,000 4.70% Guaranteed Notes due 2024 issued by the Issuer and guaranteed by PJSC Polyus and JSC Polyus Krasnoyarsk (the "Notes").
Terms used but not otherwise defined herein have the meaning ascribed to them in the terms and conditions of the Notes.
The Issuer hereby notifies the holders of the Notes that, in accordance with applicable provisions of the laws of the Russian Federation and the terms of the Notes now in effect, on 19 July 2022, JSC Polyus Krasnoyarsk transferred the funds denominated in Russian rubles to National Settlement Depository as coupon payments for the subsequent transfer of such funds to the holders of the Notes the rights to which are recorded in Russian depositories.
In respect of coupon payments to the holders of the Notes the rights to which are recorded in foreign depositories (the "Offshore Noteholders"), on 29 July 2022, the Issuer is considered to fulfill its obligation to pay under the terms of the Notes by transferring the funds denominated in U.S. Dollars to The Bank of New York Mellon, London Branch acting as paying agent in respect of the Notes (the "Paying Agent") as a coupon payment (the "29 July Coupon Payment") for the subsequent transfer of such funds to the Clearing Systems for onward payment to the Offshore Noteholders. Despite instructions and active attempts of the Issuer to reach out to the Paying Agent, the Issuer has not received a confirmation from the Paying Agent that the Paying Agent has transferred 29 July Coupon Payment to the Clearing Systems for onward payment to the Offshore Noteholders in accordance with the Paying Agency Agreement. The Issuer continues to provide full cooperation and support to the Paying Agent, including providing full information at the disposal of the Issuer necessary for the Paying Agent.
Given the Issuer did not receive the confirmation of the transfer of the 29 July Coupon Payment to the Clearing Systems for onward payment to the Offshore Noteholders and in accordance with the terms of the Trust Deed, on 12 September 2022 the Issuer made an additional transfer of the 29 July Coupon Payment to the order of I2 Capital Trust Corporation Ltd acting as a trustee under the Notes (the "Trustee"). The Issuer successfully transferred the 29 July Coupon Payment to the Trustee within the applicable grace period and is considered to have effectively fulfilled its obligation to pay the 29 July Coupon Payment twice under the terms of the Notes. The Trustee is seeking written confirmation from the relevant Clearing Systems that such funds can be transferred to them from the Trustee. The Issuer expects that the 29 July Coupon Payment will be transferred to the Clearing Systems for onward payment to the Offshore Noteholders either by the Paying Agent or the Trustee.
The Issuer treats the interests of all its holders of the Notes equally and is fully capable and committed to fulfil its payment obligations in respect of the Offshore Noteholders. The Issuer will continue to make every effort to facilitate the coupon payments by the Paying Agent. The Issuer will provide further updates in case the Issuer receives the confirmation from the Paying Agent.
Forward-looking statements
This announcement may contain "forward-looking statements" concerning 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 group's operations. Many of these risks and uncertainties relate to factors that are beyond 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 announcement. The Issuer 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.