TIDM60GT TIDMPLZL
RNS Number : 1791Q
Polyus Finance PLC
24 June 2022
24 June 2022
Polyus Finance Plc announces 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 announces a solicitation
(the "Consent Solicitation") to consider and, if thought fit,
consent (the "Consent") to the Proposals (as defined in the
Memorandum) on the terms and subject to the conditions set forth in
the Consent Solicitation Memorandum dated 24 June 2022 (the
"Memorandum"), which will approve the replacement of the Trustee
with the New Trustee. The Consent Solicitation begins on the date
of the Memorandum. The Consent Deadline (each, as defined below)
for Consent Solicitation is 12:00 p.m. (London time) on 4 July 2022
(subject to the right of the Issuer to extend, re-open, amend
and/or terminate the Consent Solicitation, subject to applicable
law and the provisions of the relevant Trust Deed) (such time and
date, as the same may be extended, the "Consent Deadline").
Adoption of each Written Resolution requires the Requisite
Consents. To participate in the Consent Solicitation, a Noteholder
should deliver, or arrange to have delivered on its behalf, a valid
Consent Instruction to the Information and Tabulation Agent by no
later than the Consent Deadline. Only Noteholders who hold the
Notes as of 1 July 2022 (the "Record Date") may submit a Consent
Instruction. No consent fee shall be payable with respect to the
Consent Solicitation.
THE ISSUER ANTICIPATES THAT, PROMPTLY AFTER RECEIPT OF THE
REQUISITE CONSENTS AT OR PRIOR TO THE CONSENT DEADLINE (THE TIME OF
SUCH RECEIPT, THE "EFFECTIVE TIME"), IT WILL GIVE NOTICE TO
NOTEHOLDERS THAT THE REQUISITE CONSENTS HAVE BEEN ACHIEVED.
NOTEHOLDERS SHOULD NOTE THAT THE EFFECTIVE TIME MAY FALL PRIOR TO
THE CONSENT DEADLINE. AS OF AND AFTER THE EFFECTIVE TIME, ALL
CURRENT NOTEHOLDERS, INCLUDING NON-CONSENTING NOTEHOLDERS, AND ALL
SUBSEQUENT NOTEHOLDERS WILL BE BOUND BY THE RELEVANT WRITTEN
RESOLUTION.
Neither the Trustee, nor any of its directors, officers,
employees or affiliates expresses any opinion on the merits of, or
makes any representation or recommendation whatsoever regarding,
the Consent Solicitation or makes any recommendation whether
Noteholders should give their Consent to the Proposals. The Trustee
has not reviewed or approved, nor will it be reviewing or
approving, any documents relating to the Consent Solicitation
except those to which it is a party. Neither the Trustee, nor any
of its directors, officers, employees or affiliates has verified,
or assumes any responsibility for the accuracy or completeness of,
any of the information concerning the Consent Solicitation, or the
factual statements contained in, or the effect or effectiveness of,
the Memorandum or any other documents referred to in the Memorandum
or assumes any responsibility for any failure by the Issuer or the
Guarantors to disclose events that may have occurred and may affect
the significance or accuracy of such information or the terms of
any amendment (if any) to the Consent Solicitation.
Copies of the Memorandum can be obtained by registering on the
Consent Solicitation Website at
https://i2capmark.com/event-details/59/Holder/polyus-finance-plc.
Capitalised terms used in this announcement but not defined
herein have the meanings given to them in the Memorandum.
The following table sets forth details of the Notes:
Description of the Notes ISIN Code/ ISIN Code/ Outstanding Principal Amount
Common Code Common Code/
(Regulation S Notes) CUSIP Code
(Rule 144A Notes)
U.S.$800,000,000 5.250% Guaranteed Notes XS1533922933 / US73180YAC84 / U.S.$330,007,000
due 2023 153392293 111731179 /
73180YAC8
---------------------- ------------------- -----------------------------
U.S.$500,000,000 4.70% Guaranteed Notes XS1713474325 / US73181LAA98 / U.S.$322,604,000
due 2024 171347432 111730962 /
73181LAA9
---------------------- ------------------- -----------------------------
U.S.$700,000,000 3.25% Guaranteed Notes XS2396900685 / US73181LAB71 / U.S.$700,000,000
due 2028 239690068 239725104 /
73181LAB7
---------------------- ------------------- -----------------------------
Rationale for the Consent Solicitation
In this Consent Solicitation the Issuer seeks the consent of the
holders of the Notes to remove the Trustee and replace it with the
New Trustee in respect of all series of the Notes. The Trustee
informed the Issuer on 9 May 2022 of its inability to continue
acting as the trustee in connection with all series of the Notes.
This decision reflects the recent introduction of restrictions,
including, among others, full blocking restrictions and sanctions
on certain Russian companies and individuals, sovereign debt
restrictions and other sanctions.
General Conditions to the Consent Solicitation
Adoption of each Written Resolution requires the Requisite
Consents. To participate in the Consent Solicitation, a Noteholder
should deliver, or arrange to have delivered on its behalf, a valid
Consent Instruction to the Information and Tabulation Agent by no
later than the Consent Deadline. Only Noteholders who hold the
Notes as of the Record Date may submit a Consent Instruction.
In order for the Issuer to implement the Proposals, the
Requisite Consents must be achieved by the Consent Deadline, i.e.,
at or prior to the Consent Deadline, Consents shall be received
from Noteholders holding at least 75% in aggregate principal amount
of the then outstanding relevant series of the Notes. Noteholders
should refer to Annex A to the Memorandum for full text of the
Proposals and further detail.
The Issuer is not under any obligation to accept any Consent.
Consents may be rejected in the sole and absolute discretion of the
Issuer for any reason or no reason, and the Issuer is under no
obligation to Noteholders to furnish any reason or justification
for refusing to accept any of them. For example, Consents may be
rejected if the Consent Solicitation is terminated (including if
the Requisite Consents are not received), subject to applicable law
and the provisions of the relevant Trust Deed, if the Issuer
determines that a Consent Instruction is not timely received or
duly completed, or if the Consent Solicitation does not comply with
the relevant requirements of a particular jurisdiction or for any
other reason. In case the Requisite Consents are not received by
the Consent Deadline, the Consent Solicitation will be terminated
and all Consent Instructions will be automatically deemed to be
withdrawn. Immediately upon terminating the Consent Solicitation,
the Issuer shall notify the Noteholders in accordance with
"Announcements" below.
A Consent given pursuant to the Consent Solicitation will only
be accepted after the delivery of a valid Consent Instruction, in
each case in accordance with the procedures described in
"Procedures for Participating in the Consent Solicitation".
The Issuer expressly reserves the right, in its sole and
absolute discretion, to delay the acceptance of Consents delivered
pursuant to the Consent Solicitation in order to comply with
applicable laws or for any other reason. Notwithstanding the
foregoing, the Issuer will at all times have the discretion to
accept or reject any Consent, the delivery of which would otherwise
be invalid or, in the sole opinion of the Issuer, may otherwise be
invalid. Noteholders are advised that the Issuer may, in its sole
and absolute discretion, accept or reject Consents delivered
pursuant to the Consent Solicitation on more than one date if the
Consent Solicitation is re-opened.
The Issuer reserves the right, in its sole and absolute
discretion, to waive, where possible, any and all of the conditions
to the Consent Solicitation at any time and from time to time. The
Issuer may, subject to applicable law and the provisions of the
relevant Trust Deed, at its option and in its sole and absolute
discretion, amend the Consent Solicitation in any respect at any
time before any acceptance by it of the Consents.
The failure by any person to receive a copy of the Memorandum or
any announcement made or notice issued in connection with the
Consent Solicitation will not invalidate any aspect of the Consent
Solicitation. No binding acknowledgement of receipt of any Consent
Instruction and/or any other documents will be given by the Issuer,
the Guarantors or the Information and Tabulation Agent.
Requisite Consents
In order for the Issuer to implement the Proposals, the
Requisite Consents must be achieved by the Consent Deadline, i.e.,
at or prior to the Consent Deadline, Consents shall be received
from Noteholders holding at least 75% in aggregate principal amount
of the then outstanding relevant series of the Notes. Noteholders
should refer to Annex A to the Memorandum for full text of the
Proposals and further detail.
Participation in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should
deliver, or arrange to have delivered on its behalf, a valid
Consent Instruction to the Information and Tabulation Agent, by no
later than the Consent Deadline. Only Noteholders who hold the
Notes as of the Record Date may submit a Consent Instruction.
A duly executed Consent Instruction shall bind the Noteholder
that executed the relevant Consent Instruction and any subsequent
registered holder or transferee of the Notes to which such Consent
Instruction relates. In order to cause a Consent to be given with
respect to Notes, the applicable Noteholder must complete and sign
the Consent Instruction, and deliver it to the Information and
Tabulation Agent by registering on the Consent Solicitation Website
on https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
and then uploading the completed Consent Instruction in pdf format
to the "My Holding" section on the Consent Solicitation Website
using the "uploads" function. To access the Consent Solicitation
Website and submit completed Consent Instructions, Noteholders are
required to provide proof of holding as of the Record Date.
Acceptable form of proof of holding must include (i) the statement
of holdings report and/or a similar document generated by
electronic records of and/or issued by DTC, Euroclear or
Clearstream, Luxembourg, as applicable, and (ii) a statement of
account from a Direct Participant, each acceptable form of proof of
holding confirming (a) the DTC, Euroclear or Clearstream,
Luxembourg Direct Participant name and account number, (b) the full
name or legal entity name of the Noteholder, (c) the security
and/or ISIN held, and (d) the aggregate amount of each relevant
series of the Notes held. Noteholders should contact their
representative Direct Participant, bank, securities broker or other
intermediary through which they hold their respective Notes
immediately to obtain proof of holding.
Noteholders may contact the Information and Tabulation Agent via
email at info@i2capmark.com if they require assistance.
The Issuer is under no obligation to accept any valid Consents
delivered pursuant to the Consent Solicitation. The acceptance of
Consents validly delivered pursuant to the Consent Solicitation is
at the sole and absolute discretion of the Issuer and Consents
delivered pursuant to the Consent Solicitation may be rejected by
the Issuer for any reason or no reason. The Issuer will be deemed
to have accepted validly delivered Consent Instructions if and when
the Issuer gives oral or written notice to the Information and
Tabulation Agent of the Issuer's acceptance of such Consent
Instructions pursuant to the Consent Solicitation.
It is a term of the Consent Solicitation that Consent
Instructions are irrevocable, subject to applicable law and the
provisions of the relevant Trust Deed.
Indicative Timetable
The following table sets out the expected dates and times of the
key events relating to the Consent Solicitation. The times and
dates below are indicative only and are subject to change,
including as a result of market conditions.
Event Time and Date
Commencement of the Consent Solicitation 24 June 2022
The Consent Solicitation is announced.
The Memorandum becomes available
from the Information and Tabulation
Agent.
--------------------------------------
Record Date 1 July 2022
--------------------------------------
Effective Time The time at which the Requisite
The Issuer anticipates that, Consents have been obtained (which,
promptly after the receipt of for the avoidance of doubt, may
the Requisite Consents at or be at or prior to the Consent
prior to the Consent Deadline, Deadline).
it will give notice by way of
an officer's certificate to the
Trustee that the Requisite Consents
have been achieved.
--------------------------------------
Consent Results Announcement As soon as reasonably practicable
Announcement that the Requisite after the Effective Time.
Consents to implement the Proposals
have been obtained and, accordingly,
each Written Resolution has been
passed.
--------------------------------------
Consent Deadline 4 July 2022 (12:00 p.m. (London
The final deadline for the Noteholders time))
to submit their Consent Instructions.
The Consent Solicitation will
be terminated on the Consent
Deadline. However, if the Requisite
Consents have not been achieved
at or prior to the Consent Deadline,
as soon as reasonably practicable
after such Consent Deadline,
the Issuer will announce whether
it will terminate, extend or
re-open the Consent Solicitation
(in each case, subject to applicable
law and the provisions of the
Trust Deed).
--------------------------------------
Proposals Effectiveness Announcement As soon as reasonably practicable
Announcement that the Proposals upon execution of the Amendment
have come into effect. Documents.
--------------------------------------
Unless stated otherwise, announcements in connection with the
Consent Solicitation will be made by publication through the
website of the London Stock Exchange and by the delivery of notices
to the Clearing Systems for communication to Noteholders. Copies of
all announcements, notices and press releases are available on the
Consent Solicitation Website and can also be obtained from the
Information and Tabulation Agent, whose contact details are on the
last page of the Memorandum. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Noteholders
are urged to contact the Information and Tabulation Agent for the
relevant announcements during the course of the Consent
Solicitation. In addition, Noteholders may contact the Investor
Relations Department of PJSC Polyus for information at the email
address or on the telephone number on the last page of the
Memorandum.
Questions and requests for assistance in connection with the
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.
This announcement is for informational purposes only. 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
MSCPPUPPQUPPGCC
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