POLY.L Regulatory News (POLY)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

Polymetal International plc

Proposed cancellation of listing on the Official List and from trading on the London Stock Exchange and notice of General Meeting

Polymetal International plc (“Polymetal”, the “Company” or the “Group”) announces today its intention to cancel its listing on the London Stock Exchange, subject to shareholder approval. An explanatory shareholder circular and notice of General Meeting will be published later today.

Background

On 10 May 2023, the Company announced its intention to redomicile the Company from Jersey to the AIFC in Kazakhstan (the “Re-domiciliation”), and published a shareholder circular and notice of general meeting (the “Re-domiciliation Circular”). On 30 May 2023, the Shareholders supported the recommendation of the Board and voted in favour of the Re-domiciliation.

In the Re-domiciliation Circular, the Board explained the reason for this recommendation and the impact on the Company’s current London Listing. The Re-domiciliation Circular explained that, from the Re-domiciliation Expected Date, the Ordinary Shares would cease to be compatible with electronic settlement within CREST and consequently result in the inability of the Company to meet certain basic requirements to maintain the London Listing. As a result, the Re-domiciliation necessitates an orderly termination of the London Listing.

The Board also explained that it would continue its efforts to obtain FCA approval of a shareholder circular for the termination of the London Listing, as is required under the UK Listing Rules. The Company has indeed made progress with the FCA since the date of the Re-domiciliation Circular and has obtained the necessary approval of the FCA for the publication of this Document. The Date of the London De-listing is expected to be after the Re-domiciliation Expected Date. Therefore, if the Re-domiciliation proceeds, the Company will apply to the FCA and/or the LSE, as applicable, to suspend the London Listing on the Re-domiciliation Expected Date.

As clarified by the Company earlier today,

Thereafter, the London Listing will remain suspended from the Re-domiciliation Effective Date until the Date of the London De-listing.

Today the Board is asking for Shareholders’ approval of the cancellation of the Company’s admission to the premium listing segment of the Official List maintained by the FCA and admission to trading on the Main Market of the London Stock Exchange (the “London De-listing”).

Subject to shareholder approval and following the London De-listing, the Ordinary Shares will continue to be listed on the Official List of the AIX and admitted to trading on the AIX (which shall become the primary listing venue of the Company) and continue to be traded on the MOEX, but there will be no public market for the Ordinary Shares on the Main Market of the London Stock Exchange.

In order to provide the Shareholders with greater optionality in the trading of Ordinary Shares, the Company continues to investigate additional listing venues to support liquidity. Whilst progress has been made, any such listings are subject to the review and approval of eligibility by the relevant competent authority and subject to compliance with any ongoing sanctions requirements. Accordingly, there can be no assurance that any such venue is agreed upon prior to or after the Date of the London De-listing.

As announced by the Company on 5 June 2023, that in light of the designation by the U.S. Department of State of JSC Polymetal on 19 May 2023, and in the interests of preserving shareholder value, the Board and the Special Committee have decided to consider all possible options available for divestment of JSC Polymetal and its subsidiaries. Any potential transaction will be subject to receipt of any required corporate, governmental and regulatory approvals, in all applicable jurisdictions, as necessary. In this connection, the Board is hopeful that the potential divestment of JSC Polymetal will be a positive step towards a potential re-listing of the Group on the London Stock Exchange, and potential listing on alternative venues, through whatever instruments (shares, depository interests or depositary receipts) that may be available to it. Any such potential application to re-list, or list, would be subject to the review and approval of eligibility by the FCA, or other relevant competent authority, and subject to compliance with any ongoing sanctions requirements.

The Company and the Group continue to comply rigorously with this and all relevant legislation and has extensive measures in place to observe and comply with all applicable international sanctions. The Company confirms that no actions, including the actions required to implement the London De-listing, will be taken which violate any sanctions which apply to the Company and the Group.

Any Shareholder who is in any doubt as to the sanctions to which it is or they may be subject or who is unaware of the application of such sanctions to the actions of such Shareholder in connection with this London De-listing should consult an appropriate professional adviser.

General Meeting

The Board considers that the London De-listing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommend Shareholders to vote in favour of the London De-listing Resolution.

Under the UK Listing Rules, the London De-listing is required to be approved by a majority of not less than 75 per cent. of the votes attaching to the Ordinary Shares voted on the London De-listing Resolution. As such, the Company is seeking Shareholder Approval with respect to the London De-listing. The Company is convening the General Meeting for 10 a.m. on 28 July 2023 at the offices of etc.venues, 8 Fenchurch Pl, London EC3M 4PB to consider and, if thought fit, pass the London De-listing Resolution.

Shareholder Circular

The Company will be publishing a shareholder circular later today, which will be made available to Shareholders shortly (the “London De-listing Circular”).

Shareholders are urged to read the London De-listing Circular as a whole and in its entirety.

The London De-listing Circular contains further information on the London De-Listing and a notice of General Meeting.

Unless otherwise defined herein, capitalised terms within this announcement have the same meaning as defined in the London De-listing Circular.

The London De-listing Circular will be submitted to the National Storage Mechanism and available shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of this announcement and the London De-listing Circular will also be available at the Company's website: https://www.polymetalinternational.com/en/investors-and-media/.

The Company has a microsite https://www.polymetalinternational.com/en/re-domiciliation-agm/ which includes all the key information for shareholders, including this announcement, a copy of the London De-listing Circular and a document of Frequently Asked Questions which will be updated shortly, following the publication of the London De-listing Circular.

Shareholders may also contact the Company using the shareholder helpline: +44 20 3576 2741 or redom@polymetalinternational.com.

Timetable

Publication of the London De-listing Circular  10 July 2023

Latest time and date for receipt of Forms of Proxy 10 a.m. on 26 July 2023

General Meeting      10 a.m. on 28 July 2023

Announcement of results of General Meeting   28 July 2023

Re-domiciliation Expected Date    no earlier than week commencing 31 July 2023

Cancellation of listing of Ordinary Shares

on the Official List of the FCA becomes effective  no earlier than 8:00 a.m. on 29 August 2023

Date of the London De-listing    no earlier than 29 August 2023

The above times and/or dates are subject to change by the Company and in the event of any such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

The Company will give at least 20 Business Days’ notice by RIS announcement of the date that the cancellation will become effective and the earliest date the cancellation can become effective is 20 Business Days from the passing of the London De-listing Resolution at the General Meeting.

Enquiries

FORWARD-LOOKING STATEMENTS

This release may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements speak only as at the date of this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “should” or similar expressions or, in each case their negative or other variations or by discussion of strategies, plans, objectives, goals, future events or intentions. These forward-looking statements all include matters that are not historical facts. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the company’s control that could cause the actual results, performance or achievements of the company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the company’s present and future business strategies and the environment in which the company will operate in the future. Forward-looking statements are not guarantees of future performance. There are many factors that could cause the company’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements. The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.