Polymetal International PLC Termination of additional consideration at Kyzyl (1396N)
04 May 2018 - 4:00PM
UK Regulatory
TIDMPOLY
RNS Number : 1396N
Polymetal International PLC
04 May 2018
Release IMMEDIATE
time
Date 4 May 2018
Polymetal International plc
Termination of deferred additional consideration liability at
Kyzyl
Polymetal International plc (LSE, MOEX: POLY; ADR: AUCOY)
("Polymetal", the "Company") announces the early termination of the
deferred conditional consideration related to the Kyzyl acquisition
for US$ 10 million in Polymetal shares.
The initial Kyzyl acquisition agreement (announced 22 May 2014)
comprised of an immediate consideration of US$ 618.5 million in
cash and Polymetal shares and a deferred conditional cash
consideration ("Additional Consideration") capped at US$ 500
million. The Additional Consideration was dependent on the relative
dynamics of the gold price and the price of Polymetal's shares over
a period of up to 7 years.
Under the termination agreement, Sky Tower (FZE), the current
rights holder for the Additional Consideration, will receive US$ 10
million through the issue of 1,015,113 new Polymetal shares
("Consideration Shares", 0.2% of Polymetal's issued share capital
post the transaction) in return for the termination of the
Additional Consideration, effective immediately. The number of
Consideration Shares to be issued was determined by dividing US$ 10
million by Polymetal's closing share price on 2 May 2018.
As at 31 December 2017, the fair value of the contingent
consideration liability was estimated at US$ 12 million using the
Monte-Carlo model.
"We have taken the opportunity to lock in the deferred
consideration at an attractive price for shareholders", said Vitaly
Nesis, Group CEO of Polymetal. "The elimination of the liability is
an important step in further de-risking the Company's cash
flow."
n application has been made to the London Stock Exchange and
UKLA on the official list and the Consideration Shares are expected
to be admitted to trading on the London Stock Exchange on 8 May
2018. Together with the admission of awarded shares under the
Company's Performance Share Plan, which was also announced today,
the total issued share capital of the Company will comprise
452,587,679 ordinary shares of no par value, each carrying one
vote.
Enquiries
Media Investor Relations
------------------ ------------------ ----------------------------------------------------
FTI Consulting +44 20 3727 1000 Polymetal ir@polymetalinternational.com
Leonid Fink Eugenia Onuschenko +44 20 7016 9505 (UK)
Viktor Pomichal Maryana Nesis
Michael Vasiliev +7 812 334 3666 (Russia)
------------------ ------------------ -------------------- ------------------------------
Joint Corporate Brokers
-------------------------------------- ----------------------------------------------------
Morgan Stanley
Andrew Foster
Richard Brown +44 20 7425 8000
Panmure Gordon RBC Europe Limited
Adam James Tristan Lovegrove
James Stearns +44 20 7886 2500 Marcus Jackson +44 20 7653 4000
------------------ ------------------ -------------------- ------------------------------
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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