TIDM60GT TIDMPLZL
RNS Number : 1594U
Polyus Finance PLC
28 July 2022
28 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 and U.S.$500,000,000 4.70% Guaranteed Notes due 2024
and extension of the Consent Solicitation for its outstanding
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
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") and
U.S.$500,000,000 4.70% Guaranteed Notes due 2024 (the "2024 Notes")
issued by the Issuer on the terms and subject to the conditions set
forth in the Consent Solicitation Memorandum dated 20 July 2022
(the "Memorandum"). Capitalised terms used in this announcement but
not defined herein have the meanings given to them in the
Memorandum.
The Issuer thanks all Noteholders who have responded promptly
and participated in the Consent Solicitation and notifies that, on
27 July 2022, the Requisite Consents to implement the Proposals in
respect of the 2023 Notes and 2024 Notes have been obtained and,
accordingly, the Written Resolutions in respect of the 2023 Notes
and 2024 Notes have been passed.
Consents were distributed in the following way from outstanding
amounts of respective notes:
-- 2023 Notes - 76.70%
-- 2024 Notes - 75.88%
Consequently, the amendment and waiver of certain terms of the
Trust Deeds, Paying Agency Agreements and Terms and Conditions of
the Notes have been approved by the Written Resolutions in respect
of the 2023 Notes and 2024 Notes, as outlined above.
The Issuer also announces and hereby notifies the Noteholders of
U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (the "2028 Notes")
that it has decided to extend the Consent Deadline from 27 July
2022 (5:00 p.m. (London time)) to 11 August 2022 (5:00 p.m. (London
time)) (subject to the right of the Issuer to extend, reopen, amend
and/or terminate the Consent Solicitation, subject to applicable
law and the provisions of the Trust Deed) in respect of the Consent
Solicitation for the 2028 Notes (the "New Consent Deadline (2028
Notes)").
No further actions are required from Noteholders of the 2028
Notes who have already delivered Consent Instructions in the
Consent Solicitation.
Amendments to the Consent Solicitation for the 2028 Notes are
limited to the New Consent Deadline (2028 Notes), as outlined
above. All other terms of the Consent Solicitation for the 2028
Notes will remain the same.
New Expected Timetable:
-- Consent Deadline (2028 Notes) - 11 August 2022 (5 p.m. (London time))
The following table sets forth details of the Notes:
Description of the Notes ISIN Code/ ISIN Code/ Outstanding Principal
Common Code Common Code/ Amount
(Regulation S Notes) CUSIP Code
(Rule 144A Notes)
U.S.$800,000,000 5.250% Guaranteed Notes due XS1533922933 US73180YAC84 U.S.$330,007,000
2023
153392293 111731179
73180YAC8
---------------------- ------------------- -------------------------
U.S.$500,000,000 4.70% Guaranteed Notes due 2 XS1713474325 US73181LAA98 U.S.$322,604,000
024
171347432 111730962
73181LAA9
---------------------- ------------------- -------------------------
U.S.$700,000,000 3.25% Guaranteed Notes due 2 XS2396900685 US73181LAB71 U.S.$700,000,000
028
239690068 239725104
73181LAB7
---------------------- ------------------- -------------------------
Copies of the Memorandum can be obtained by registering on the
Consent Solicitation Website at
https://i2capmark.com/event-details/59/Holder/polyusfinance-plc
Announcements in connection with the Consent Solicitation will
be disclosed by the Issuer on the website of the London Stock
Exchange. Copies of all announcements, notices and press releases
are available on the Consent Solicitation Website
https://i2capmark.com/event-details/59/Holder/polyusfinance-plc
Questions and requests for assistance in connection with the
Consent Solicitation and in connection with delivery of Consent
Instruction may be directed to the Information and Tabulation
Agent.
Information and Tabulation Agent:
i2 Capital Markets Ltd
Kemp House, 160 City Road
London, ECV 2NX, United Kingdom
Email: info@i2capmark.com
Phone: +44 203 633 1212
Consent Solicitation Website:
https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
Questions and requests for assistance in connection with the
Consent Solicitation may also be directed to the Investor Relations
Department of PJSC Polyus.
PJSC Polyus
Investor Relations
3 bldg 1, Krasina St., Moscow, 123056, Russia
Email: ir@polyus.com
Phone: +7 495 641 33 77
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 are only being solicited pursuant to the Memorandum
and only in such jurisdictions as is permitted under applicable
law.
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END
MSCUWONRUWUBUAR
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