TIDM60GT TIDMPLZL
RNS Number : 2425N
Polyus Capital PLC
28 September 2021
Date: 28 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER
AND DISTRIBUTION RESTRICTIONS" BELOW).
CAPPED TER OFFER FOR NOTES DUE 2022, 2023 AND 2024
Polyus Capital plc (the "Offeror") has today announced
invitations to the holders of the following series of notes issued
by Polyus Finance plc (the "Issuer") and guaranteed by Joint Stock
Company Polyus Krasnoyarsk ("JSC Polyus") and Public Joint Stock
Company Polyus ("PJSC Polyus" and together with JSC Polyus, the
"Guarantors") (each of the series of notes referred to below, a
"Series", and all outstanding notes of each Series together, the
"Notes"), to tender the Notes for purchase by the Offeror for cash
(each such invitation, an "Offer" and, together, the "Offers") at
the relevant Purchase Price (as set out below) and subject, amongst
other things, to the Financing Condition (as defined below) and the
Maximum Acceptance Amount (as set out below) .
The Offeror will also pay accrued and unpaid interest in respect
of all Notes validly tendered and accepted for purchase by the
Offeror, from (and including) the interest payment date for the
relevant Series immediately preceding the Settlement Date to (but
excluding) the Settlement Date (such payment, "Accrued
Interest").
Description of the Common Common Outstanding Minimum Purchase Maximum
Notes code/ISIN for code/ISIN/CUSIP principal Denomination Price Acceptance
Regulation S for Rule 144A amount and multiples Amount
Notes Notes to instruct
U.S.$500,000,000 140576638 / 098266640 / U.S.$482,806,0 U.S.$200,000 U.S.$1,020.00 Up to
4.699 per cent XS1405766384 US73180YAB02 / 00 and integral per U.S.$500,000,
Guaranteed Notes 73180YAB0 multiples of U.S.$1,000 in 000 in
due 2022 (the $1,000 in principal aggregate
"2022 Notes") excess amount of the principal
thereof 2022 Notes amount across
all Series of
Notes
(subject to
increase,
decrease or
amendment at
the
discretion of
the Offeror
and subject
to applicable
law)
-------------- ---------------- --------------- -------------- -------------- --------------
U.S.$800,000,000 153392293 / 111731179 / U.S.$787,800,0 U.S.$200,000 U.S.$1,058.75
5.250 per cent XS1533922933 US73180YAC84 / 00 and integral per
Guaranteed Notes 73180YAC8 multiples of U.S.$1,000 in
due 2023 (the $1,000 in principal
"2023 Notes") excess amount of the
thereof 2023 Notes
-------------- ---------------- --------------- -------------- -------------- --------------
US$500,000,000 171347432 / 111730962 / US$470,134,000 U.S.$200,000 U.S.$1,077.50
4.70 per cent XS1713474325 US73181LAA98 / and integral per
Guaranteed Notes 111730962 multiples of U.S.$1,000 in
due 2024 (the $1,000 in principal
"2024 Notes") excess amount of the
thereof 2024 Notes
-------------- ---------------- --------------- -------------- -------------- --------------
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the tender offer
memorandum dated 28 September 2021 ("Tender Offer Memorandum")
which is available, subject to certain restrictions, on the Offer
Website: https://deals.lucid-is.com/polyus.
The Offers to purchase the outstanding Notes are subject to the
terms and conditions contained in the Tender Offer Memorandum. The
Offeror is not under any obligation to accept for purchase any
Notes tendered pursuant to the Offers. The acceptance for purchase
by the Offeror of Notes tendered pursuant to the Offers is at the
sole discretion of the Offeror and tenders may be rejected by the
Offeror for any reason.
The Offers are expected to be funded with the proceeds of the
issuance by the Issuer of new unsecured and unsubordinated notes
guaranteed by the Guarantors (the "New Notes") (the "Financing
Condition") . Accordingly, each Offer is subject to (i) completion
of the issue of the New Notes on terms and conditions satisfactory
to the Offeror and the Issuer, on or prior to the Settlement Date,
and (ii) receipt by the Offeror of an amount equal to a portion of
proceeds of the issue of the New Notes sufficient in order to
enable the Offeror to finance, in whole or in part, the payment by
it of the relevant Purchase Price and Accrued Interest in respect
of all Notes validly tendered and accepted for purchase pursuant to
the Offers.
Introduction to and Rationale for the Offers
On the terms and subject to the conditions contained in the
Tender Offer Memorandum, the Offeror invites Noteholders (subject
to the Offer and Distribution Restrictions contained herein) to
tender their Notes for purchase by the Offeror at the relevant
Purchase Price together with Accrued Interest.
The Offers are made to extend the existing debt maturity profile
of the Group and lower the Group's cost of funding.
The Offeror intends to enter into an agreement with the Issuer
under which the Offeror will, on or about the Settlement Date, sell
and transfer or, if required, procure the cancellation of, the
Notes validly tendered in the Offers and accepted for purchase by
the Offeror in consideration of the Issuer paying to the Offeror
the purchase price for the Notes so transferred or, where
applicable, cancelled, on the terms and conditions of such
agreement.
Acceptance of the Notes
The Offeror intends to prioritise the purchase of the 2023 Notes
and the 2024 Notes over the 2022 Notes and intends to set the
Series Acceptance Amounts such that the aggregate principal amount
of Notes of all Series to be accepted for purchase is no greater
than the Maximum Acceptance Amount, subject, in each case, to the
right of the Offeror to accept or reject tenders of any Notes in
any Series in its sole and absolute discretion.
The Offeror will determine each such Series Acceptance Amount in
its sole and absolute discretion and reserves the right to accept
for purchase significantly more or less (or none) of the Notes of
any one Series as compared to the other Series. The Offeror
reserves the right, in its sole and absolute discretion, to
increase or decrease the Maximum Acceptance Amount or purchase the
Notes in aggregate principal amount of less than or more than the
Maximum Acceptance Amount, subject to applicable law.
If tenders of the Notes submitted in respect of any Series
represent a greater aggregate principal amount of Notes than the
relevant Series Acceptance Amount, without prejudice to the right
of the Offeror to accept or refuse any tenders of the Notes at its
sole discretion as described in the Tender Offer Memorandum,
tenders thereof will be accepted on a pro rata basis in the manner
specified in the Tender Offer Memorandum.
Payment
The Offeror will pay, on the Settlement Date, (i) the relevant
Purchase Price for the relevant Notes validly tendered and accepted
by it for purchase pursuant to the Offers; and (ii) Accrued
Interest in respect of the Notes validly tendered and accepted for
purchase pursuant to the Offers.
Allocation Identifier Codes and Allocation of the New Notes
The Offers are being made in connection with a concurrent
offering of the New Notes.
Noteholders who wish to tender their Notes for cash and also
subscribe for the New Notes should quote the Allocation Identifier
Code, which can be obtained by contacting the Dealer Managers
before the Expiration Deadline, in their Tender Instructions.
The receipt of an Allocation Identifier Code in conjunction with
any tender of Notes in the Offers is not an allocation of the New
Notes.
The Issuer will review the Tender Instructions and may give
priority to those investors tendering with Allocation Identifier
Codes in connection with the allocation of the New Notes. However,
the Issuer is not obliged to allocate the New Notes to Noteholders
in the same principal amount as the principal amount of the Notes
validly tendered or at all and any cash amount received by a
Noteholder for the purchase of the Notes by the Offeror pursuant to
the Offers may be more or less than the aggregate principal amount
of the New Notes such Noteholders may be allocated, if any.
In order to apply for the purchase of the New Notes, such
Noteholder must make a separate application to any of the joint
book-running managers for the New Notes. Any allocations of the New
Notes, while being considered by the Issuer as set out above, will
be made in accordance with customary new issue allocation processes
and procedures.
The ability to purchase the New Notes and the effectiveness of
the use of Allocation Identifier Codes is subject to all applicable
securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder
and the selling restrictions set out in the Information
Memorandum).
Indicative Timetable for the Offers
The expected timetable of events will be as follows:
Date and Time Action
28 September 2021 Commencement of the Offers
Offers announced by way of announcements
on the relevant Notifying News Service(s),
through the Clearing Systems, DTC and
via the website of the London Stock Exchange.
Tender Offer Memorandum is available
from the Offer Website run by the Information
and Tender Agent: https://deals.lucid-is.com/polyus.
5 October 2021 at Expiration Deadline
17:00 hours London Deadline for receipt by the Information
time and Tender Agent of all valid Tender
Instructions in order for Noteholders
to be able to participate in the Offers.
Deadline for the tendering Noteholders
to obtain an Allocation Identifier Code
(as defined below) from the Dealer Managers.
As soon as reasonably Announcement of Indicative Results
practicable after The Offeror will announce indicative
the Expiration Deadline results of the Offers, including the
amount of Notes tendered, expected amount
of Notes to be accepted in the Offers,
expected values of each Series Acceptance
Amount and expected values of each Series
Scaling Factor (if applicable).
As soon as reasonably Announcement of Acceptance and Results
practicable after The Offeror will announce whether the
the pricing of the Transaction Conditions (including the
New Notes Financing Condition) are expected to
be satisfied and, if so, the announcement
by the Offeror of:
(i) whether the Offeror will accept valid
tenders of the Notes pursuant to each
Offer;
(ii) each Series Acceptance Amount;
(iii) each Series Scaling Factor (if
applicable);
(iv) the aggregate principal amount
of each Series of Notes that will remain
outstanding following completion of the
relevant Offer; and
(v) the confirmation of the final Settlement
Date for the Offers.
On or about 19 October Settlement Date
2021 Subject to the satisfaction (or, if applicable,
the waiver) of the Transaction Conditions
(including the Financing Condition),
the expected Settlement Date for the
Offers.
General
The complete terms and conditions of the Offers are set forth in
the Tender Offer Memorandum, which will be sent to Noteholders at
their request. Noteholders are urged to read the Tender Offer
Memorandum carefully.
The Offeror and JSC Polyus have retained Bank GPB International
S.A., J.P. Morgan Securities plc, Renaissance Securities (Cyprus)
Limited, Sberbank CIB (UK) Limited and VTB Capital plc to act as
Dealer Managers for the Offers .
Operational Procedure Description
In order to participate in the Offers, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the
Information and Tender Agent prior to 17:00 hours, London time, on
5 October 2021. Tender Instructions must be submitted
electronically in accordance with the procedures of the relevant
Clearing System, and shall be irrevocable, according to the terms
and conditions, contained in the Tender Offer Memorandum.
If you need further information about the Offers, please contact
the Dealer Managers or the Information and Tender Agent.
This announcement is made by Polyus Capital Plc and contains
information that qualified or may be qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("EUWA") ("UK MAR"), encompassing information relating to the
Offers described above. For the purposes of UK MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055 as it forms part
of domestic law by virtue of the EUWA , this announcement is made
by the Directors of Polyus Capital Plc.
Contact Details:
THE OFFEROR
Polyus Capital Plc
8th Floor
20 Farringdon Street
London EC4A 4AB
United Kingdom
THE DEALER MANAGERS
Bank GPB International J.P. Morgan Securities Renaissance Securities
S.A. plc (Cyprus) Limited
15, rue Bender 25 Bank Street Arch. Makariou III,
L-1229 Luxembourg Canary Wharf 2-4
London E14 5JP Capital Center, 9th
Telephone: +7 499 271 United Kingdom Floor
9154 / +7 495 988 2353 Nicosia, 1065
Attention: Liability For information by telephone: Republic of Cyprus
Management Group, DCM +44 20 7134 2468
Email: Attention: Liability Tel: +357 22 360 000
Liability.management@gazprombank.ru Management Fax:+357 22 670 670
Email: em_europe_lm@jpmorgan.com Email:SyndicateDCM@rencap.com
Sberbank CIB (UK) Limited VTB Capital plc
85 Fleet Street 14 Cornhill
London EC4Y 1AE London EC3V 3ND
United Kingdom United Kingdom
Email: liability_management@sberbank-cib.ru Telephone: +44 203 334 8029
Email: liability.management@vtbcapital.com
Attention: Liability Management
THE INFORMATION AND TER AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Email: polyus@lucid-is.com
Offer Website: https://deals.lucid-is.com/polyus
Any questions or requests relating to the procedures for submitting
a Tender Instruction may be directed to the Information and Tender
Agent at its telephone number above. A Noteholder may also contact
the Dealer Managers at the telephone numbers set forth above or
such Noteholder's custodian for assistance concerning the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers 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, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made 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")) or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
T h e Of fers are not being made, directly or in directl y, to t
he p u blic in France. Neither this announcement, the Tender Offer
Memorandum n or any o t her documents or materials relati ng to the
Of fers have been or shall be distrib uted to the p u blic in Fra
nce and o n ly (i) pro viders of in vest m e nt ser vices relati ng
to portf olio man a g e m e nt f or t he accou nt of t hird parties
( pers onnes fou r niss ant le service d 'inve stissement de gesti
on de p o rtefeuille pour compte de tier s ) an d/or (ii) q
ualified i nv e stors ( inve stis seu rs qualifiés ) other th an in
d i vid ual s within the meaning of Article 2( ) of the Regulation
(EU) 2017/1129 (the "Prospectus Regulation") , a nd in accordance
wit h, A r ticles L.41 1 - 1, L.41 1 -2 and D.41 1 -1 of t he Fre
nch C ode Monétaire et Fi nancier , are eligible to participate in
the Of fer s. T his announcement, the Tender Offer Memorandum a nd
any other docu ment or material relating to the O f fers h a ve n
ot been a nd w ill n ot be s u b mitted f or clearance to n or
appro ved by t he Auto rité des Ma rchés Financiers.
Ireland
No action shall be taken in Ireland with respect to the Notes
otherwise than in conformity with:
(a) with the provisions of the European Union (Markets in
Financial Instruments) Regulations, 2017 (as amended, the "MiFiD II
Regulations"), including Regulation 5 (Requirement for
Authorisation (and certain provisions concerning MTFs and OTFs))
thereof or any codes of conduct made under the MiFiD II Regulations
and the provisions of the Investor Compensation Act 1998 (as
amended);
(b) with the provisions of the Companies Act 2014 (as amended,
the "Companies Act"), the Central Bank Acts 1942 - 2018 (as
amended) and any codes of practice made under Section 117(1) of the
Central Bank Act 1989 (as amended); and
(c) the Market Abuse Regulation (EU 596/2014) (as amended), the
European Union (Market Abuse) Regulations 2016 (as amended) and any
rules and guidance issued by the Central Bank of Ireland under
Section 1370 of the Companies Act.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been or w ill be su b mitted to the clear a nce proced
u re of the C ommis sione N a zionale per le Società e la Bo rsa (
" C ONSO B ") p u r suant to Italian la ws and reg ulatio ns.
T h e Of fers are being carried out in Italy as ex e m pted of
fers p u r s uant to Article 1 0 1 - bis, parag raph 3 - bis of the
L e gislative Decree No. 58 of 24 Febr uary 1998, as am e n ded
(the " Financial Services Act ") and Article 35 - bis, parag raph 4
of CONSOB Reg u lation No. 11971 of 14 May 1999, as a men ded.
Noteh older s, can te n der s o me or all of th eir Notes p u r
su a nt to the O ffers t h ro u gh a u t h oris ed per s o ns ( su
ch as inv e s t ment fir ms, ban ks or finan cial inter mediaries
per mitted to co n d uct su ch activ ities in Italy in accordance
with the Fi n a ncial Ser vices Act, CONSOB R e gulation No. 16190
of 29 October 2 00 7, as a men ded f r om ti me to time, a nd Leg i
slati ve Decree No. 3 85 of 1 Septem ber 19 9 3, as a men ded) and
in co m plia nce w ith applicable la ws and reg ulatio ns or with
req uire m e n ts i m po sed by CON SOB or any other Italian auth
orit y.
Each inter mediary m u st co m ply with the applicable la ws and
regulatio ns co ncer n i ng in f o r mation d uties vis -à-vis its
clie nts in con necti on with t he Notes or the O f fer.
Russia
This announcement, the Tender Offer Memorandum or any other
document or material relating to the Offers is not an offer, or an
invitation to make offers, sell, purchase, exchange or transfer any
securities in Russia to or for the benefit of any Russian person or
entity, and does not constitute an advertisement or offering of any
securities in Russia within the meaning of Russian securities laws.
Unless the relevant Notes are admitted to the public circulation in
Russia, information contained in the Tender Offer Memorandum or any
other document or material relating to the Offers is not intended
for any persons in Russia who are not "qualified investors" within
the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the
Securities Market" dated 22 April 1996, as amended ("Russian QIs")
and must not be distributed or circulated into Russia or made
available in Russia to any persons who are not Russian QIs .
Switzerland
T h e Of fers do n ot co n stit ute a p u blic of fering of sec
u rities p u r su a nt to Article 652a or Article 1156 of the S
wiss Federal C ode of Obligatio ns. T he in f o r mation presented
in t his docu ment does n ot neces sarily co m p ly with t he in f
o r mation stan dards set o ut in the SIX Swiss Ex c h a nge listi
ng r ules.
General
Neither th is announcement, the Tender Offer Memorandum n or the
electro nic tran s mis sion thereof co nstit utes an o ffer to b uy
or the s olicitation of an of fer to sell Notes (and te n ders of
Notes f or p u rch a se p u r s u a nt to the Of fers will n ot be
accepted f rom Noteh o l der s) in any cir c u msta nces in w hich
su ch of fer or s olicitati on is u nla w ful. In t h o se j u ris
dictio ns w here the sec u ritie s, blue s ky or other la ws req
uire an O f fer to be made by a licensed bro ker or dealer and any
of the Dealer Managers or any of their af filiates is su ch a
licensed bro ker or dealer in a ny s uch j u ris dictio n, s u ch O
f fer s hall be dee m ed to be made by the relevant Dealer Managers
or s uch af filiate, as t he ca se m ay be, on behalf of t he Of
feror in s u ch j u ris dictio n .
This announcement is not an offer for sale of securities in the
United States. The New Notes have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities
Act"), as amended, and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There will be no public offering of the securities in the
United States.
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END
TENFLFLLAIITFIL
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