Polymetal International plc (POLY)
Polymetal: Proposed cancellation of listing on the Official List and from trading on the London Stock Exchange and
notice of General Meeting
10-Jul-2023 / 18:55 MSK
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Release time IMMEDIATE LSE, MOEX, AIX: POLY
ADR: AUCOY
Date 10 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK
DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").
Polymetal International plc
Proposed cancellation of listing on the Official List and from
trading on the London Stock Exchange and notice of General
Meeting
Polymetal International plc ("Polymetal", the "Company" or the
"Group") announces today its intention to cancel its listing on the
London Stock Exchange, subject to shareholder approval. An
explanatory shareholder circular and notice of General Meeting will
be published later today.
Background
On 10 May 2023, the Company announced its intention to
redomicile the Company from Jersey to the AIFC in Kazakhstan (the
"Re-domiciliation"), and published a shareholder circular and
notice of general meeting (the "Re-domiciliation Circular"). On 30
May 2023, the Shareholders supported the recommendation of the
Board and voted in favour of the Re-domiciliation.
In the Re-domiciliation Circular, the Board explained the reason
for this recommendation and the impact on the Company's current
London Listing. The Re-domiciliation Circular explained that, from
the Re-domiciliation Expected Date, the Ordinary Shares would cease
to be compatible with electronic settlement within CREST and
consequently result in the inability of the Company to meet certain
basic requirements to maintain the London Listing. As a result, the
Re-domiciliation necessitates an orderly termination of the London
Listing.
The Board also explained that it would continue its efforts to
obtain FCA approval of a shareholder circular for the termination
of the London Listing, as is required under the UK Listing Rules.
The Company has indeed made progress with the FCA since the date of
the Re-domiciliation Circular and has obtained the necessary
approval of the FCA for the publication of this Document. The Date
of the London De-listing is expected to be after the
Re-domiciliation Expected Date. Therefore, if the Re-domiciliation
proceeds, the Company will apply to the FCA and/or the LSE, as
applicable, to suspend the London Listing on the Re-domiciliation
Expected Date.
As clarified by the Company earlier today,
-- the Re-domiciliation will not occur prior to the week
commencing 31 July 2023;
-- there is no scheduled date for the suspension of listing or
trading of the Company's shares;
-- the Company's shares continue to be traded on the London
Stock Exchange and will continue until furtherannouncement; and
-- any further announcement will not contemplate a suspension
prior to the week commencing 31 July 2023.
Thereafter, the London Listing will remain suspended from the
Re-domiciliation Effective Date until the Date of the London
De-listing.
Today the Board is asking for Shareholders' approval of the
cancellation of the Company's admission to the premium listing
segment of the Official List maintained by the FCA and admission to
trading on the Main Market of the London Stock Exchange (the
"London De-listing").
Subject to shareholder approval and following the London
De-listing, the Ordinary Shares will continue to be listed on the
Official List of the AIX and admitted to trading on the AIX (which
shall become the primary listing venue of the Company) and continue
to be traded on the MOEX, but there will be no public market for
the Ordinary Shares on the Main Market of the London Stock
Exchange.
In order to provide the Shareholders with greater optionality in
the trading of Ordinary Shares, the Company continues to
investigate additional listing venues to support liquidity. Whilst
progress has been made, any such listings are subject to the review
and approval of eligibility by the relevant competent authority and
subject to compliance with any ongoing sanctions requirements.
Accordingly, there can be no assurance that any such venue is
agreed upon prior to or after the Date of the London
De-listing.
As announced by the Company on 5 June 2023, that in light of the
designation by the U.S. Department of State of JSC Polymetal on 19
May 2023, and in the interests of preserving shareholder value, the
Board and the Special Committee have decided to consider all
possible options available for divestment of JSC Polymetal and its
subsidiaries. Any potential transaction will be subject to receipt
of any required corporate, governmental and regulatory approvals,
in all applicable jurisdictions, as necessary. In this connection,
the Board is hopeful that the potential divestment of JSC Polymetal
will be a positive step towards a potential re-listing of the Group
on the London Stock Exchange, and potential listing on alternative
venues, through whatever instruments (shares, depository interests
or depositary receipts) that may be available to it. Any such
potential application to re-list, or list, would be subject to the
review and approval of eligibility by the FCA, or other relevant
competent authority, and subject to compliance with any ongoing
sanctions requirements.
The Company and the Group continue to comply rigorously with
this and all relevant legislation and has extensive measures in
place to observe and comply with all applicable international
sanctions. The Company confirms that no actions, including the
actions required to implement the London De-listing, will be taken
which violate any sanctions which apply to the Company and the
Group.
Any Shareholder who is in any doubt as to the sanctions to which
it is or they may be subject or who is unaware of the application
of such sanctions to the actions of such Shareholder in connection
with this London De-listing should consult an appropriate
professional adviser.
General Meeting
The Board considers that the London De-listing is in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommend Shareholders to vote
in favour of the London De-listing Resolution.
Under the UK Listing Rules, the London De-listing is required to
be approved by a majority of not less than 75 per cent. of the
votes attaching to the Ordinary Shares voted on the London
De-listing Resolution. As such, the Company is seeking Shareholder
Approval with respect to the London De-listing. The Company is
convening the General Meeting for 10 a.m. on 28 July 2023 at the
offices of etc.venues, 8 Fenchurch Pl, London EC3M 4PB to consider
and, if thought fit, pass the London De-listing Resolution.
Shareholder Circular
The Company will be publishing a shareholder circular later
today, which will be made available to Shareholders shortly (the
"London De-listing Circular").
Shareholders are urged to read the London De-listing Circular as
a whole and in its entirety.
The London De-listing Circular contains further information on
the London De-Listing and a notice of General Meeting.
Unless otherwise defined herein, capitalised terms within this
announcement have the same meaning as defined in the London
De-listing Circular.
The London De-listing Circular will be submitted to the National
Storage Mechanism and available shortly at https://
data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement and the London De-listing Circular
will also be available at the Company's website:
https://www.polymetalinternational.com/en/investors-and-media/.
The Company has a microsite
https://www.polymetalinternational.com/en/re-domiciliation-agm/
which includes all the key information for shareholders, including
this announcement, a copy of the London De-listing Circular and a
document of Frequently Asked Questions which will be updated
shortly, following the publication of the London De-listing
Circular.
Shareholders may also contact the Company using the shareholder
helpline: +44 20 3576 2741 or redom@polymetalinternational.com.
Timetable
Publication of the London De-listing Circular 10 July 2023
Latest time and date for receipt of Forms of Proxy 10 a.m. on 26
July 2023
General Meeting 10 a.m. on 28 July 2023
Announcement of results of General Meeting 28 July 2023
Re-domiciliation Expected Date no earlier than week commencing
31 July 2023
Cancellation of listing of Ordinary Shares
on the Official List of the FCA becomes effective no earlier
than 8:00 a.m. on 29 August 2023
Date of the London De-listing no earlier than 29 August 2023
The above times and/or dates are subject to change by the
Company and in the event of any such change, the revised times
and/or dates will be notified to Shareholders by an announcement
through a Regulatory Information Service.
The Company will give at least 20 Business Days' notice by RIS
announcement of the date that the cancellation will become
effective and the earliest date the cancellation can become
effective is 20 Business Days from the passing of the London
De-listing Resolution at the General Meeting.
Enquiries
Investor Relations
Polymetal International plc ir@polymetalinternational.com
Evgeny Monakhov +44 20 7887 1475 (UK)
Kirill Kuznetsov +7 717 261 0222 (Kazakhstan)
FORWARD-LOOKING STATEMENTS
This release may include statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements speak only as at the date of this release. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the words "targets",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or "should" or similar expressions
or, in each case their negative or other variations or by
discussion of strategies, plans, objectives, goals, future events
or intentions. These forward-looking statements all include matters
that are not historical facts. By their nature, such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the company's
control that could cause the actual results, performance or
achievements of the company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the company's present and
future business strategies and the environment in which the company
will operate in the future. Forward-looking statements are not
guarantees of future performance. There are many factors that could
cause the company's actual results, performance or achievements to
differ materially from those expressed in such forward-looking
statements. The company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based.
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: JE00B6T5S470
Category Code: MSCH
TIDM: POLY
LEI Code: 213800JKJ5HJWYS4GR61
OAM Categories: 2.2. Inside information
Sequence No.: 256671
EQS News ID: 1676665
End of Announcement EQS News Service
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(END) Dow Jones Newswires
July 10, 2023 11:55 ET (15:55 GMT)
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