TIDM60GT
RNS Number : 8056A
Polyus Finance PLC
14 September 2018
Date: 14 September 2018
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).
POLYUS FINANCE PLC ANNOUNCES TER OFFERS FOR ITS NOTES DUE 2020,
2022, 2023 AND 2024
Polyus Finance plc (the "Offeror") has today announced
invitations to holders of the outstanding notes detailed in the
table below, issued by it 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 issuances of Notes referred to below, a
"Series", and all outstanding Notes of all Series together, the
"Notes"), to tender their Notes for purchase by the Offeror for
cash (each such invitation, an "Offer" and, together, the "Offers")
at prices to be determined pursuant to a Modified Dutch Auction, as
further set out in the table below.
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the tender offer
memorandum dated 14 September 2018 ("Tender Offer Memorandum")
issued by the Offeror.
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.
Description of the Common Common Outstanding Minimum Minimum Purchase Maximum
Notes code/ISIN code/ISIN/CUSIP principal Denomination Purchase Price Consideration
for for Rule 144A amount and Price Amount
Regulation S Notes multiples to
Notes instruct
U.S.$750,000,000 092230171 / 092311686 / U.S.$750,000,0 U.S.$200,000 U.S.$990.
5.625 per cent. XS0922301717 US73180YAA29 / 00 and integral 00 per
Guaranteed Notes 73180YAA2 multiples of U.S.$1,00
due 2020 (the $1,000 in 0 in
"2020 Notes") excess principal
thereof amount of
the 2020
Notes
------------- ---------------- --------------- ------------- ---------- ----------- --------------
U.S.$500,000,000 140576638 / 098266640 / U.S.$500,000,0 U.S.$200,000 U.S.$939.
4.699 per cent XS1405766384 US73180YAB02 / 00 and integral 00 per
Guaranteed Notes 73180YAB0 multiples of U.S.$1,00
due 2022 (the $1,000 in 0 in
"2022 Notes") excess principal
thereof amount of
the 2022
Notes
------------- ---------------- --------------- ------------- ----------
U.S.$800,000,000 153392293 / 111731179 / U.S.$800,000,0 U.S.$200,000 U.S.$938.
5.250 per cent XS1533922933 US73180YAC84 / 00 and integral 00 per
Guaranteed Notes 73180YAC8 multiples of U.S.$1,00
due 2023 (the $1,000 in 0 in
"2023 Notes") excess principal
thereof amount of
the 2023
Notes
------------- ---------------- --------------- ------------- ----------
US$500,000,000 171347432 / 111730962 / US$500,000,000 U.S.$200,000 U.S.$900. To be
4.70 per cent XS1713474325 US73181LAA98 / and integral 00 per determined Up to
Guaranteed Notes 111730962 multiples of U.S.$1,00 as set out U.S.$300,000,
due 2024 (the $1,000 in 0 in in the 000 being the
"2024 Notes") excess principal Tender aggregate
thereof amount of Offer Purchase
the 2024 Memorandum Price and
Notes determined Accrued
pursuant Interest
to a payable for
Modified all Notes of
Dutch all Series
Auction accepted for
procedure purchase
------------- ---------------- --------------- ------------- ---------- ----------- --------------
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 for the general liquidity management of the
Group. Any Notes purchased by the Offeror in the Offers will be
transferred to and held by the Offeror in accordance with the terms
and conditions of the Notes and, if decided by the Offeror in its
sole discretion, may be cancelled in full or in part immediately
after or at any time following completion of the Offers.
Purchase Prices
The Offeror will pay for each Series of Notes validly tendered
and accepted by it for purchase pursuant to the relevant Offer in
respect of each Series of Notes, a cash purchase price per
U.S.$1,000 in principal amount of the Notes of the relevant Series
validly tendered and accepted for purchase by the Offeror as
determined pursuant to the Modified Dutch Auction Procedure (as
defined below) (for each Series of Notes, the "Purchase
Price").
Series Acceptance Amounts and Maximum Consideration Amount
The Offeror will determine, in its sole discretion, the
aggregate principal amount of each Series of Notes (if any) that it
will accept for purchase pursuant to the relevant Offer (each such
amount, a "Series Acceptance Amount"), subject to the aggregate
Purchase Price and Accrued Interest payable for all Notes of all
Series accepted for purchase not exceeding U.S.$300,000,000 (the
"Maximum Consideration Amount").
The Offeror reserves the right, in its sole discretion, 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 discretion, to
increase or decrease the Maximum Consideration Amount, subject to
applicable law.
Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Offeror will
determine, in its sole discretion, following expiration of the
Offers, the Purchase Price for each Series of the Notes (expressed
as the amount payable for each U.S.$1,000 in principal amount of
the relevant Series of the Notes equal to, or in an increment of
U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series
of the Notes above, the relevant Minimum Purchase Price), in each
case, taking into account the principal amount of the relevant
Series of Notes so tendered and the Offer Prices specified (or
deemed to be specified, as set out below) by tendering
Noteholders.
The Purchase Price for each Series of the Notes will represent
the lowest price that will enable the Offeror to purchase an
aggregate principal amount of the relevant Series of the Notes, as
the case may be, which equals the relevant Series Acceptance Amount
and shall either be the applicable Minimum Purchase Price, or an
increment of U.S.$0.50 per U.S.$1,000 in principal amount of the
relevant Series of Notes above such Minimum Purchase Price. The
Purchase Price in respect of each Series of Notes will apply to all
Notes of such Series accepted for purchase.
Tender Instructions in respect of Notes may be submitted in the
form of either a Competitive Offer (which specifies a purchase
price higher than the relevant Minimum Purchase Price) or a
Non-Competitive Offer (which does not specify a purchase price or
specifies a price less than or equal to the relevant Minimum
Purchase Price).
If a Competitive Offer specifies a purchase price that is not in
whole increments of U.S.$0.50 per U.S.$1,000, such purchase price
will be rounded up to the nearest increment of U.S.$0.50 per
U.S.$1,000 in principal amount of the relevant Series of Notes.
Scaling
In the event that Tender Instructions are received in respect of
an aggregate principal amount of Notes of the relevant Series which
is greater than the relevant Series Acceptance Amount, then such
Tender Instructions will be accepted on a pro-rata basis, as
further described in the Tender Offer Memorandum.
Accrued Interest
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").
Indicative Timetable for the Offers
The expected timetable of events will be as follows:
Date and Time Action
14 September 2018 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 websites of the Euronext
Dublin and the London Stock Exchange.
Tender Offer Memorandum available
from the Offer Website run by the
Information and Tender Agent: https://sites.dfkingltd.com/polyus.
21 September 2018 Expiration Deadline
at Deadline for receipt by the Information
16:00 hours London and Tender Agent of all valid Tender
time Instructions in order for Noteholders
to be able to participate in the Offers.
On or about 24 September Announcement of Acceptance and Results
2018 As soon as practicable following the
Expiration Deadline, the Offeror will
announce whether the Transaction Conditions
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) Scaling Factor (if applicable);
(iv) the relevant Purchase Price;
(v) the aggregate principal amount
of each Series of Notes that will
remain outstanding following completion
of the relevant Offer; and
(vi) the confirmation of the final
Settlement Date for the Offers.
On or about 26 September Settlement Date
2018 Subject to the satisfaction (or, if
applicable, the waiver) of the Transaction
Conditions, 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 J.P. Morgan Securities
plc to act as Dealer Manager 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 16:00 hours, London time, on
21 September 2018. 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.
THE OFFERS ARE NOT BEING CONDUCTED IN A MANNER ELIGIBLE FOR THE
PROCEDURES OF THE DEPOSITORY TRUST COMPANY. To participate in the
Offers, a holder of Notes must either hold such Notes through a
Direct Participant in Euroclear Bank SA/NV or Clearstream Banking,
S.A. or arrange for the transfer of its Notes so that they are held
through such Direct Participant in Euroclear Bank SA/NV or
Clearstream Banking, S.A.
If you need further information about the Offers, please contact
the Dealer Manager or the Information and Tender Agent.
Offer Website: https://sites.dfkingltd.com/polyus
Contact Details:
DEALER MANAGER
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
For information by telephone:
+44 20 7134 2468
Attention: Liability Management
Email: em_europe_lm@jpmorgan.com
THE INFORMATION AND TER AGENT
D.F. King Ltd.
Email: polyus@dfkingltd.com
In London:
125 Wood Street
London EC2V 7AN
United Kingdom
Telephone: +44 20 7920 9700
In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7231
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
Articles 43(2) or 49(a) to (d) of the Financial Promotion Order or
any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the
public in France. Neither this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the
Offers have been or shall be distributed to the public in France
and only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant
le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or (ii) qualified investors (investisseurs qualifiés)
other than individuals, in each case acting on their own account
and all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 of the French Code Monétaire et Financier, are
eligible to participate in the Offers. This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offers have not been and will not be submitted for clearance
to nor approved by the Autorité des Marchés Financiers.
Ireland
No action shall be taken in Ireland with respect to the Notes
otherwise than in conformity with:
(a) the provisions of the European Communities (Markets in
Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended,
the "MiFID Regulations"), including, without limitation,
Regulations 7 (Authorisation) and 152 (Restrictions on advertising)
thereof, any codes of conduct made under the MiFID Regulations, and
the provisions of the Investor Compensation Act 1998 (as
amended);
(b) the provisions of the Companies Act 2014 (as amended, the
"Companies Act"), the Central Bank Acts 1942-2015 (as amended) and
any codes of practice made under Section 117(1) of the Central Bank
Act 1989; and
(c) the Market Abuse Regulation (EU 596/2014) 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
Tender Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.
The Offers are being carried out in Italy as exempted offers
pursuant to Article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended.
Noteholders, can tender some or all of their Notes pursuant to
the Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of 29 October 2007, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
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 this announcement, 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
The Offers do not constitute a public offering of securities
pursuant to Article 652a or Article 1156 of the Swiss Federal Code
of Obligations. The information presented in this document does not
necessarily comply with the information standards set out in the
SIX Swiss Exchange listing rules.
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGRGDCUSBBGIS
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