TIDMPOG
RNS Number : 0944F
Petropavlovsk PLC
13 July 2021
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).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
13 July 2021
Petropavlovsk PLC (the "Company") announces that its
wholly-owned subsidiary, Petropavlovsk 2016 Limited (the " Issuer")
today announced the launch of its offer to purchase for cash (the "
Tender Offer ") up to $200 million aggregate principal amount (the
"Maximum Tender Amount") of its 8.125 per cent Guaranteed Notes due
2022 (the "Notes"). The Tender Offer is made upon the terms and
subject to the conditions set forth in the offer to purchase dated
13 July 2021 (the "Offer to Purchase"). The Offer to Purchase is
available, subject to eligibility confirmation and registration,
from the Tender Offer Website:
https://debtxportal.issuerservices.citigroup.com.
The Tender Offer will expire at 11:59 p.m., New York City time,
on 9 August 2021, unless extended or earlier terminated (such time
and date, as the same may be extended, the "Expiration Time").
Holders who tender their Notes may withdraw such Notes at any time
prior to 5:00 p.m., New York City time, on 26 July 2021 (such time
and date, as the same may be extended).
To receive the Total Consideration (as defined below), which
includes an early tender payment of $ 30 per $1,000 principal
amount of the Notes accepted for purchase pursuant to the Tender
Offer (the "Early Tender Payment"), holders must validly tender and
not validly withdraw their Notes prior to 5:00 p.m., New York City
time, on 26 July 2021, unless extended (such time, as the same may
be extended, the "Early Tender Time"). Holders who validly tender
their Notes after the Early Tender Time but at or prior to the
Expiration Time will be eligible to receive only the Tender Offer
Consideration, which is an amount equal to the Total Consideration
(as defined below) minus the Early Tender Payment.
The following table sets forth certain terms of the Tender
Offer:
Early
ISIN/Common Code Outstanding Maximum Tender Offer Tender Total
Title of / CUSIP (Rule Principal Tender Minimum Consideration Payment Consideration
Notes 144A Notes) Amount Amount Denomination (1)(4) (2) (2)(3)(4)
8.125 per Regulation S: U.S.$500,000 U.S.$200,000 U.S.$200,000 U.S.$1,025 U.S.$30 U.S.$1,055
cent. XS1711554102 / ,000 ,000 and integral
Guaranteed 171155410 aggregate multiples of
Notes due Rule 144A: principal U.S.$1,000
2022 issued US71675MAA45 / amount thereafter
by 171181208 /
Petropavlovsk 71675M AA4
2016 Limited
------------------ ------------- ------------- ------------- -------------- -------- --------------
___________________
(1) Per U.S.$1,000 principal amount of Notes tendered after the
Early Tender Time but on or prior to the Expiration Time and
accepted for purchase.
(2) Per U.S.$1,000 principal amount of Notes tendered on or
prior to the Early Tender Time and accepted for purchase.
(3) The Total Consideration includes the Early Tender
Payment.
(4) Excludes Accrued Interest, which will also be paid.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase will also receive accrued and unpaid interest on such
Notes, rounded to the nearest $0.01 per $1,000 principal amount of
Notes, from the last interest payment date up to, but not
including, the Early Settlement Date or the Final Settlement Date
(each as defined below), as applicable.
Notes may be subject to proration if the aggregate principal
amount of the Notes validly tendered and not validly withdrawn as
of the Early Tender Time or the Expiration Time, as applicable, is
greater than the Maximum Tender Amount. Furthermore, Notes tendered
at or prior to the Early Tender Time will be accepted for purchase
in priority to Notes tendered after the Early Tender Time, and to
the extent Notes are tendered at or prior to the Early Tender Time
and accepted for purchase pursuant to the Tender Offer, the portion
of the Maximum Tender Amount available for the purchase of Notes
tendered after the Early Tender Time could be reduced significantly
or eliminated altogether.
It is expected that payment for Notes tendered at or prior to
the Early Tender Time will be made on 29 July 2021 (the " Early
Settlement Date "), and payment for Notes tendered after the Early
Tender Time but at or prior to the Expiration Time will be made on
12 August 2021 (the " Final Settlement Date ").
Subject to applicable law and the terms and conditions of the
Offer to Purchase, the Issuer may terminate the Tender Offer, waive
any or all of the conditions of the Tender Offer prior to the
Expiration Time, extend the Expiration Time or amend the terms of
the Tender Offer.
The Issuer is making the Tender Offer as a means to manage the
Group's upcoming debt redemptions and to lower the cost of the
Group's debt portfolio. None of the Company, the Issuer, the
guarantors of the Notes, the dealer manager, the tender and
tabulation agent or the trustee (nor any director, officer,
employee, agent or affiliate of, any such person) makes any
recommendation whether holders should tender or refrain from
tendering Notes in the Tender Offer. Holders must make their own
decision as to whether to tender Notes and, if so, the principal
amount of the Notes to tender.
The Issuer has retained GPB-Financial Services Ltd to act as the
dealer manager for the Tender Offer and Citibank N.A., London
Branch to act as tender and tabulation agent for the Tender
Offer.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Tender Offer is only being made pursuant to
the Offer to Purchase. Holders of the Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Tender Offer.
For questions regarding procedures for tendering Notes, please
contact:
Citibank N.A.
London Branch
+44 (0) 20 7508 3867
citiexchanges@citi.com.
For questions regarding the Tender Offer, please contact:
GPB-Financial Services Ltd
+7 495 913 7932, +7 499 271 9154, +7 495 988 2353
liability.management@gazprombank.ru.
OFFER AND DISTRIBUTION RESTRICTIONS
United Kingdom
The communication of this Announcement and any other documents
or materials relating to the Tender Offer 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, this Announcement and
such documents and/or materials are not being distributed to, and
must not be passed on to, persons in the United Kingdom other than
(i) 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")), (ii) to
those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the
Issuer, (iii) to those persons who are outside the United Kingdom,
or (iv) to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order (all such persons together
being referred to as "Relevant Persons") and the transactions
contemplated herein will be available only to, and engaged in only
with, Relevant Persons. Any person who is not a Relevant Person
should not act on or rely on this Announcement or any of its
contents.
Belgium
Neither this Announcement nor any other documents or materials
relating to the Tender Offer have been submitted to or will be
submitted for approval or recognition to the Financial Services and
Markets Authority (Autorité des services et marchés financiers /
Autoriteit voor financiële diensten en markten) and, accordingly,
the Tender Offer may not be made in Belgium by way of a public
offering, as defined in Articles 3 and 6 of the Belgian Law of
April 1, 2007 on public takeover bids as amended or replaced from
time to time. Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither this
Announcement nor any other documents or materials relating to the
Tender Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the
Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. This
Announcement has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender
Offer. Accordingly, the information contained in this Announcement
may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. Neither this Announcement nor any other
documents or offering materials relating to the Tender Offer, has
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) acting
for their own account, other than individuals, 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 Tender Offer. This Announcement has not been submitted to
the clearance procedures (visa) of the Autorité des marchés
financiers.
Italy
None of the Announcement or any other document or materials
relating to the Tender Offer have been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e
la Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Tender Offer is being carried out in Italy as an exempted offer
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. Holders or beneficial owners
of the Notes that are resident and/or located in Italy can tender
Notes for purchase in the Tender Offer through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended, and Legislative Decree No.
385 of 1 September 1993, as amended) and in compliance with any
other applicable laws and regulations and with any requirements
imposed by CONSOB and 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 Tender Offer.
Russia
Neither this Announcement nor information contained therein nor
any other document or materials relating to the Tender Offer are an
offer, or an invitation to make offers, to sell, exchange or
otherwise transfer securities in the Russian Federation or to or
for the benefit of any Russian person or entity and does not
constitute an advertisement or offering of securities in the
Russian Federation within the meaning of Russian securities laws.
Information contained in this Announcement or any other document or
materials relating to the Tender Offer is not intended for any
person in the Russian Federation who is not a "qualified investor"
(a "Russian QI") within the meaning of Article 51.2 of the Federal
Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as
amended (the "Russian Securities Market Law") and must not be
distributed or circulated into Russia or made available in Russia
to any person who is not a Russian QI, unless and to the extent
they are otherwise permitted to access such information under
Russian law.
General
This Announcement does not constitute an offer to buy or the
solicitation of an offer to sell Notes, and tenders of Notes in the
Tender Offer will not be accepted from Holders, in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Tender Offer to be made by a licensed broker or dealer
and the dealer manager or any of the dealer manager's respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Tender Offer shall be deemed to be made by the
dealer manager or affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
Each Holder participating in the Tender Offer will also be
deemed to give certain representations in respect of the
jurisdictions referred to above and generally as set out in
"Procedures for Tendering Notes". Any tender of Notes for purchase
pursuant to the Tender Offer from a Holder that is unable to make
these representations will not be accepted. Each of the Issuer, the
dealer manager and the tender and tabulation agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Issuer
determines (for any reason) that such representation is not
correct, such tender shall not be accepted.
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END
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