Polyus Finance PLC Results of the Consent Solicitation (7045S)
16 July 2022 - 1:35AM
UK Regulatory
TIDM60GT TIDMPLZL
RNS Number : 7045S
Polyus Finance PLC
15 July 2022
15 July 2022
Polyus Finance Plc announces the results of the 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 formally announces that
that it has concluded its consent solicitation (the "Consent
Solicitation") in relation to the outstanding U.S.$800,000,000
5.250% Guaranteed Notes due 2023 (the "2023 Notes"),
U.S.$500,000,000 4.70% Guaranteed Notes due 2024 (the "2024 Notes")
and U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (the "2028
Notes") issued by the Issuer (the "Notes") on the terms and subject
to the conditions set forth in the Consent Solicitation Memorandum
dated 24 June 2022 (the "Memorandum"). Capitalised terms used in
this announcement but not defined herein have the meanings given to
them in the Memorandum.
On 14 July 2022, the Requisite Consents to implement the
Proposals in respect of the 2023 Notes and the 2024 Notes have been
obtained and, accordingly, the Written Resolutions in respect of
the 2023 Notes and the 2024 Notes have been passed. No Requisite
Consents in respect of the 2028 Notes have been obtained and no
Written Resolution in respect of the 2028 Notes has been
passed.
Consents were distributed in the following way from outstanding
amounts of respective notes:
-- Notes due 2023 - 76%
-- Notes due 2024 - 77%
-- Notes due 2028 - 65%
Consequently, as of the Effective Time, I2 Capital Trust
Corporation Ltd, will act as the new trustee in respect of the 2023
Notes and the 2024 Notes, and BNY Mellon Corporate Trustee Services
Limited will continue acting as trustee under the 2028 Notes.
The Issuer intends to proceed with new consent solicitation
process in relation to the 2028 Notes to replace the trustee
respectively. The further steps will be announced in due
course.
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.
The Consents have only being solicited pursuant to the
Memorandum and only in such jurisdictions as is permitted under
applicable law.
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END
MSCFLFFEDRIELIF
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