TIDMPOG
RNS Number : 4655T
Petropavlovsk PLC
24 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND, THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE
UNITED STATES, AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES")
OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
24 November 2021
Petropavlovsk PLC (the "Company" or, together with its
subsidiaries, the "Group") reports that its wholly-owned
subsidiary, Petropavlovsk 2016 Limited (the " Issuer") has today
announced the launch of an offer to purchase for cash (the " Tender
Offer ") up to $60 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 tender offer memorandum dated 24
November 2021 (the "Tender Offer Memorandum"). The Tender Offer
Memorandum is available, subject to eligibility confirmation and
registration, from the Tender Offer website:
https://debtxportal.issuerservices.citigroup.com.
The Tender Offer will expire at 4 p.m., London time, on 3
December 2021, unless extended or earlier terminated (such time and
date, as the same may be extended, the "Expiration Time").
Holders of the Notes that are validly tendered and accepted for
purchase pursuant to the Tender Offer will receive a fixed purchase
price of U.S.$1,035 (the "Purchase Price") per U.S.$1,000 principal
amount of Notes. In addition to the Purchase Price 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 Settlement Date (as defined below).
The following table sets forth certain terms of the Tender
Offer:
Outstanding Maximum Tender Minimum
Title of Notes ISIN/Common Code Principal Amount Amount Denomination Purchase Price(1)
8.125 per cent. XS1711554102 / U.S.$364,269,000 U.S.$60,000,000 U.S.$200,000 and U.S.$1,035 per
Guaranteed Notes 171155410 (2) aggregate integral U.S.$1,000 in
due 2022 issued principal amount multiples of principal amount
by Petropavlovsk U.S.$1,000
2016 Limited thereafter
------------------ ------------------ ------------------ ------------------ ------------------
___________________
(1) Excludes Accrued Interest, which will also be paid.
(2) The Issuer will only accept Tender Instructions with respect
to Notes bearing XS1711554102 (the "Regulation S Notes"). The
Issuer will not accept Tender Instructions with respect to any
Notes held in the Rule 144A Global Note bearing ISIN US71675MAA45
(the "Rule 144A Notes"). In order to participate in the Tender
Offer, Holders of Rule 144A Notes who are outside the United States
and otherwise comply with the offer and distribution restrictions
set forth in the Tender Offer Memorandum, must, prior to the
Expiration Time, exchange such Rule 144A Notes for Regulation S
Notes in accordance with the procedures prescribed in the terms and
conditions of the Notes and tender the Regulation S Notes in the
Tender Offer.
Notes may be subject to proration if the aggregate principal
amount of the Notes validly tendered and not validly withdrawn as
of the Expiration Time is greater than the Maximum Tender
Amount.
It is expected that payment for Notes tendered at or prior to
the Expiration Time will be made on or about 9 December 2021 (the
"Settlement Date").
Subject to applicable law and the terms and conditions of the
Tender Offer Memorandum, 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 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
the United States or any other jurisdiction in which such an offer,
solicitation, or sale would be unlawful. The Tender Offer is only
being made pursuant to the Tender Offer Memorandum. Holders of the
Notes are urged to carefully read the Tender Offer Memorandum
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.
Petropavlovsk PLC
John Mann / Max Zaltsman
+44 (0) 20 7201 8900
TeamIR@petropavlovskplc.com
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Tender Offer is not being made and will not be made directly
or indirectly in or into, or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of, or
through the facilities of a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, and the Internet.
Accordingly, copies of this announcement or the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed, or forwarded in or
into the United States and Notes cannot be offered for sale in the
Tender Offer by any such use, means, instruments or facilities or
from within the United States. Any purported offer of Notes for
sale resulting directly or indirectly from a violation of these
restrictions will be invalid and offers of Notes for sale made by a
person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
nominee giving instructions from within the United States will be
invalid and will not be accepted.
Each holder of Notes participating in the Tender Offer will be
deemed to represent that either (i), it is not located in the
United States and is not participating in the Tender Offer from the
United States or (ii) it is acting on a non-discretionary basis for
a principal located outside the United States that is not giving an
order to participate in the Tender Offer from the United
States.
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
TENEAEFLASXFFFA
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November 24, 2021 05:58 ET (10:58 GMT)
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