TIDM60GT TIDMPLZL
RNS Number : 1099T
Polyus Finance PLC
20 July 2022
20 July 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 20 July 2022 (the
"Memorandum"), which will approve the amendment and waiver of
certain terms of the Trust Deeds, Paying Agency Agreements and
Terms and Conditions of the Notes and the replacement of the BNYM
Trustee with the New Trustee in respect of the 2028 Notes. The
Consent Solicitation begins on the date of the Memorandum. The
Consent Deadline (each, as defined below) for Consent Solicitation
is 5:00 p.m. (London time) on 27 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 26 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 Trustees, nor any of their 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
Trustees have not reviewed or approved, nor will they be reviewing
or approving, any documents relating to the Consent Solicitation
except those to which it is a party. Neither the Trustees, nor any
of their directors, officers, employees or affiliates have
verified, or assume 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 assume 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
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
---------------------- ------------------- -------------------------
Rationale for the Consent Solicitation
Sanctions introduced by western and certain other countries
against Russian individuals and entities amid recent geopolitical
events and the Russian counter sanctions have significantly
disrupted the existing framework and infrastructure for delivery
and settlement of securities, including the process of paying the
amounts due under the Notes to the Noteholders and formal process
of cancelling securities that are purchased by issuers in the
market. There is a risk that due to various disruptions any payment
in respect of the Notes held at the Russian securities custodians
received from the Issuer or any Guarantor by the Principal Paying
Agent can be blocked, delayed or frozen and, consequently, those
funds will not be distributed among the Noteholders by the
Principal Paying Agent. Payments of interest or principal made by
the Issuer or the Guarantors for the benefit of the Noteholders may
become blocked, frozen or delayed for an uncertain period of time
by the Principal Paying Agent, the Clearing Systems or other
entities processing those payments.
Therefore, the Issuer seeks the consent of the Noteholders to
amend the terms of the Trust Deeds and the Paying Agency Agreements
to (a) allow direct payments of principal and interest accrued
under the Notes held at the Russian securities custodians, (b)
provide that payments in respect of such Notes will be made in
Russian roubles only (save that the Issuer will retain the
discretion to make payments in U.S. dollars to certain Noteholders
in its sole discretion) using the official exchange rate of the
Central Bank of Russia effective as of the relevant payment date,
and (c) provide that payments in respect of all Notes may be made
in an alternative currency, including Euro, Sterling, Swiss franc,
or the Russian rouble (with the Russian rouble being used as the
currency of last resort) in the event of the Issuer's inability to
pay the sums due in U.S. dollars, at an exchange rate specified in
the Terms and Conditions of the Notes.
The Issuer is also soliciting consents of the Noteholders to
extend the grace period during which a failure to make payments in
respect of the Notes on an Interest Payment Date, the Maturity Date
or the Repayment Date (as such terms are defined in the Terms and
Conditions of the relevant series of the Notes), as applicable, can
be remedied without causing an Event of Default, from five business
days (in case of payments of principal) and 10 business days (in
case of payments of interest or other amounts) to 30 business days.
Although the Group expects to make the next interest payment when
due, the Group wishes to extend the grace period to avoid a
technical Event of Default for a delay in making such payment
caused by operational or technical disruptions, as well as legal
restrictions that may affect wire transfers and cause instability
in the operations of the banking sector.
Additionally, the Issuer is seeking to amend certain operative
provisions of the Trust Deeds and the Terms and Conditions of the
Notes to enable cancellation of the Notes that may be purchased by
the Group, which has become limited by current restrictions. Given
that the Terms and Conditions already provide for the ability to
cancel purchased Notes, the Issuer believes that the amendments
relating to deemed cancellation do not affect the rights and
interests of Noteholders. In particular, to enable cancellation of
the Notes the Group is proposing that such Notes may be designated
by the Issuer or any member of the Group as Notes deemed cancelled
(the "Designated Notes"), and that no interest shall accrue on, and
no principal amount shall be payable in respect of, the Designated
Notes, from (and including) the date of such designation (the
"Designation Date"), and such Notes shall not be deemed to be
outstanding for purposes of the Trust Deeds and the Notes.
Accordingly, neither the Issuer nor any Guarantor will be liable to
pay any amounts on any Designated Notes from (and including) any
Designation Date, and none of the members of the Group will be
required to deliver any Designated Notes to the Trustees, Principal
Paying Agent, Registrar (as such term is defined in the relevant
Paying Agency Agreements), common depositary or any Clearing System
for their cancellation.
Additionally, under the terms of the 2023 Trust Deed and the
2024 Trust Deed, the Issuer must maintain the listing of the 2023
Notes and the 2024 Notes, respectively, on the London Stock
Exchange or any other recognised stock exchange, provided it is a
regulated market under Directive 2004/29/EC. Some stock exchanges
in the EU have recently revoked listing of the debt instruments
associated with Russia related businesses. Although the London
Stock Exchange, where the 2023 Notes and the 2024 Notes are
currently listed, has not yet taken such a step, the Issuer cannot
rule out that similar decision could be made by the London Stock
Exchange in respect of the 2023 Notes and the 2024 Notes in the
future. In this Consent Solicitation, the Issuer seeks the consent
of the Noteholders to amend the terms of the 2023 Trust Deed and
the 2024 Trust Deed to allow the 2023 Notes and the 2024 Notes to
be listed or admitted to trading on any stock exchange, provided
such stock exchange is commonly used for the listing and trading of
debt securities in the international bond markets.
Finally, the BNYM Trustee informed the Issuer on 9 May 2022 of
its inability to continue acting as trustee in relation to the 2028
Notes. To ensure that investors are able to benefit from having a
trustee that is able to act in the interests of the Noteholders,
the Issuer is soliciting consents of the Noteholders to replace the
BNYM Trustee with the New Trustee in respect of the 2028 Notes.
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 may 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, or (ii) a statement of
account or holdings report from a Direct Participant, each
acceptable form of proof of holding should confirm (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, or
(iii) a statement of account or holdings reports from such other
intermediary (including brokers, depositories, custodians and
sub-custodians) being the immediate custodian of the account where
the relevant Notes are being held by the Noteholder submitting the
Consent Instruction. 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 20 July 2022
The Consent Solicitation is announced.
The Memorandum becomes available
from the Information and Tabulation
Agent.
--------------------------------------
Record Date 26 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
Trustees 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 27 July 2022 (5:00 p.m. (London
The final deadline for the Noteholders time)), unless extended by the
to submit their Consent Instructions. Issuer
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, amend
or re-open the Consent Solicitation
(in each case, subject to applicable
law and the provisions of the
relevant 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 Trustees, 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 Trustees, 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
MSCPPUPAMUPPUQU
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