TIDMPOG
RNS Number : 6790U
Petropavlovsk PLC
06 December 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).
RESULTS OF TER OFFER TO PURCHASE UP TO THE MAXIMUM TER AMOUNT OF
OUTSTANDING U.S.$364,269,000 8.125 PER CENT. GUARANTEED NOTES DUE
2022
6 December 2021
Petropavlovsk PLC (the "Company") reports that its wholly-owned
subsidiary Petropavlovsk 2016 Limited (the " Issuer") has today
released the results of its previously announced offer to purchase
for cash (the "Tender Offer") up to U.S.$60 million in aggregate
principal amount (the "Maximum Tender Amount") of its 8.125 per
cent. Guaranteed Notes due 2022 (the "Notes"). Capitalised terms
used in this announcement and not otherwise defined have the
meanings ascribed to them in the Tender Offer Memorandum dated 24
November 2021 (the "Tender Offer Memorandum"). The terms and
conditions of the Tender Offer are set forth in the Tender Offer
Memorandum. Copies of the Tender Offer Memorandum are available,
subject to the offer and distribution restrictions, from the Tender
and Tabulation Agent.
As of 4:00 p.m., London time, on 3 December 2021 (the
"Expiration Time"), U.S.$101,855,000 aggregate principal amount of
the Notes were validly tendered pursuant to the Tender Offer (as
reported by the Tender and Tabulation Agent). The table below
identifies the principal amount of Notes the Issuer has accepted
for purchase:
Outstanding Proration
Outstanding Principal Factor
Principal Amount
Amount on Principal Accrued following
ISIN/Common Launch of the Amount Interest Settlement of
Title of Notes Code Offer Accepted Payment the Offer
8.125 per
cent.
Guaranteed U.S.$5.642361
Notes due per
2022 issued U.S.$1,000 in
by principal
Petropavlovsk XS1711554102 / U.S.$364,269, U.S.$60,000,0 amount of the U.S.$304,269,
2016 Limited 171155410 000 00 Notes 000 0.55
Because the aggregate principal amount of the Notes tendered at
or prior to the Expiration Time was greater than the Maximum Tender
Amount, the Tender Offer was oversubscribed and the Issuer has
accepted Notes for purchase on a prorated basis (as described in
the Tender Offer Memorandum).
The Issuer further announces that the payment for any Notes so
accepted will be made promptly on the Settlement Date, which is
expected to occur on 9 December 2021. Notes not accepted for
purchase will be credited on the Settlement Date to the account of
the registered holder of such Notes with the relevant Clearing
System (as defined in the Tender Offer Memorandum ) and otherwise
returned in accordance with the Tender Offer Memorandum .
Each Holder who validly tendered its Notes in the Tender Offer
prior to the Expiration Time will receive U.S.$1,035 for each
U.S.$1,000 principal amount of Notes (the "Purchase Price"). In
addition to the Purchase Price, all Holders of Notes accepted for
purchase will also receive accrued and unpaid interest on such
Notes, from the last interest payment date up to, but not
including, the Settlement Date.
The Tender Offer has now expired and no further Notes can be
tendered for purchase pursuant to the Tender Offer.
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 Tender Offer Memorandum.
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
RTETFBBTMTMMBLB
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December 06, 2021 06:48 ET (11:48 GMT)
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