POG.L Regulatory News (POG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND, THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

24 November 2021 

Petropavlovsk PLC (the "Company" or, together with its subsidiaries, the "Group") reports that its wholly-owned subsidiary, Petropavlovsk 2016 Limited (the "Issuer") has today announced the launch of an offer to purchase for cash (the "Tender Offer") up to $60 million aggregate principal amount (the "Maximum Tender Amount") of its 8.125 per cent Guaranteed Notes due 2022 (the "Notes"). The Tender Offer is made upon the terms and subject to the conditions set forth in the tender offer memorandum dated 24 November 2021 (the "Tender Offer Memorandum"). The Tender Offer Memorandum is available, subject to eligibility confirmation and registration, from the Tender Offer website: https://debtxportal.issuerservices.citigroup.com.

The Tender Offer will expire at 4 p.m., London time, on 3 December 2021, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time").

Holders of the Notes that are validly tendered and accepted for purchase pursuant to the Tender Offer will receive a fixed purchase price of U.S.$1,035 (the "Purchase Price") per U.S.$1,000 principal amount of Notes. In addition to the Purchase Price all holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest $0.01 per $1,000 principal amount of Notes, from the last interest payment date up to, but not including, the Settlement Date (as defined below).

The following table sets forth certain terms of the Tender Offer:

___________________(1) Excludes Accrued Interest, which will also be paid.(2) The Issuer will only accept Tender Instructions with respect to Notes bearing XS1711554102 (the "Regulation S Notes"). The Issuer will not accept Tender Instructions with respect to any Notes held in the Rule 144A Global Note bearing ISIN US71675MAA45 (the "Rule 144A Notes"). In order to participate in the Tender Offer, Holders of Rule 144A Notes who are outside the United States and otherwise comply with the offer and distribution restrictions set forth in the Tender Offer Memorandum, must, prior to the Expiration Time, exchange such Rule 144A Notes for Regulation S Notes in accordance with the procedures prescribed in the terms and conditions of the Notes and tender the Regulation S Notes in the Tender Offer.

Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Expiration Time is greater than the Maximum Tender Amount.

It is expected that payment for Notes tendered at or prior to the Expiration Time will be made on or about 9 December 2021 (the "Settlement Date").

Subject to applicable law and the terms and conditions of the Tender Offer Memorandum, the Issuer may terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.

The Issuer is making the Tender Offer as a means to manage the Group's upcoming debt redemptions and to lower the cost of the Group's debt portfolio. None of the Issuer, the guarantors of the Notes, the dealer manager, the tender and tabulation agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether holders should tender or refrain from tendering Notes in the Tender Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

The Issuer has retained GPB-Financial Services Ltd to act as the dealer manager for the Tender Offer and Citibank N.A., London Branch to act as tender and tabulation agent for the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in the United States or any other jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is only being made pursuant to the Tender Offer Memorandum. Holders of the Notes are urged to carefully read the Tender Offer Memorandum before making any decision with respect to the Tender Offer.

For questions regarding procedures for tendering Notes, please contact:

Citibank N.A.

London Branch

+44 (0) 20 7508 3867

citiexchanges@citi.com.

For questions regarding the Tender Offer, please contact:

GPB-Financial Services Ltd

+7 495 913 7932, +7 499 271 9154, +7 495 988 2353

liability.management@gazprombank.ru.

Petropavlovsk PLC

John Mann / Max Zaltsman

+44 (0) 20 7201 8900

TeamIR@petropavlovskplc.com

OFFER AND DISTRIBUTION RESTRICTIONS

United States

The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or through the facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, and the Internet. Accordingly, copies of this announcement or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed, or forwarded in or into the United States and Notes cannot be offered for sale in the Tender Offer by any such use, means, instruments or facilities or from within the United States. Any purported offer of Notes for sale resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Notes for sale made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Tender Offer will be deemed to represent that either (i), it is not located in the United States and is not participating in the Tender Offer from the United States or (ii) it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States.

United Kingdom

The communication of this Announcement and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this Announcement and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "Relevant Persons") and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this Announcement or any of its contents.

Belgium

Neither this Announcement nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this Announcement nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This Announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this Announcement may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offer is not being made, directly or indirectly, to the public in France. Neither this Announcement nor any other documents or offering materials relating to the Tender Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. This Announcement has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Announcement or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

Russia

Neither this Announcement nor information contained therein nor any other document or materials relating to the Tender Offer are an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation or 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 Announcement or any other document or materials relating to the Tender Offer is not intended for any person in the Russian Federation who is not a "qualified investor" (a "Russian QI") 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 Securities Market Law") and must not be distributed or circulated into Russia or made available in Russia to any person who is not a Russian QI, unless and to the extent they are otherwise permitted to access such information under Russian law.

General

This Announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in the Tender Offer will not be accepted from Holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the dealer manager or any of the dealer manager's respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the dealer manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

Each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Tendering Notes". Any tender of Notes for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Issuer, the dealer manager and the tender and tabulation agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender shall not be accepted.