For immediate release 21 April 2017
Polyus Gold International Limited
Consent Solicitation Results Announcement
Polyus Gold International Limited ("PGIL" or the "Issuer"), the largest gold producer in Russia, today formally announces that it has successfully concluded its consent solicitation (the "Consent Solicitation") with respect to its U.S.$750,000,000 5.625 per cent. notes due 2020 (the "Notes") (of which U.S.$750,000,000 is currently outstanding) (Regulation S Global Note ISIN: XS0922301717; Regulation S Global Note Common Code: 092230171; Rule 144A Global Note ISIN: US73180YAA29; Rule 144A Global Note Common Code: 092311686; Rule 144A Global Note CUSIP: 73180Y AA2).
On 27 March 2017, the Issuer launched the Consent Solicitation to make certain modifications to the terms and conditions of the Notes (the "Proposal") as was set out in a consent solicitation memorandum dated 27 March 2017 (the "Consent Solicitation Memorandum"). Copies of the Consent Solicitation Memorandum were made available on the Consent Website (https://sites.dfkingltd.com/polyus).
At a duly convened and quorate meeting on 20 April 2017, the extraordinary resolution proposed at the meeting, adopting the Proposal, was duly passed.
The Issuer was seeking to amend the Conditions (1) to permit a transfer of all of the Issuer's rights and obligations under the Notes and the Trust Deed to a new issuer as is permitted under the terms of the Issuer's US$500 million 4.699 per cent guaranteed notes due 2022 (the "2022 Notes") and US$800 million 5.250 per cent guaranteed notes due 2023 (the "2023 Notes" and, together with the 2022 Notes, the "Existing Notes"), and (2) to align the circumstances in which a guarantee of the Issuer's obligations under the Notes may be provided by PJSC Polyus with the circumstances contemplated by the Existing Notes.
Accordingly, the Issuer was seeking amendments with respect to, among others:
(i) Condition 4.3 (Merger and Consolidation) to provide for the flexibility for a potential substitution of the Issuer for a New Issuer, incorporated in any of the United Kingdom, the Republic of Cyprus, Ireland, Jersey, Luxembourg or The Netherlands, on the terms set out in Condition 4.3.2(i);
(ii) further amendments to the Conditions to ensure that, after the transfer of the Issuer's rights and obligations under the Notes to the New Issuer, the financial covenants of the Notes apply to PJSC Polyus (as the holding company and reporting entity of the Group) and its Subsidiaries (or Material Subsidiaries, as applicable); and
(iii) adding a new Condition 6.5 (Redemption at the option of Noteholders) to allow the Noteholders to exercise a right to cause the redemption or, at the Issuer's discretion, the purchase of their Notes at 101 per cent of the value of the Notes if PJSC Polyus does not issue a Further Guarantee within 180 days after the date of the Noteholders Meeting.
The Notes held in Euroclear or Clearstream, which were blocked pursuant to Consent Instructions submitted by the Noteholders, will be unblocked following the release of this announcement in accordance with the procedures of the relevant Clearing System.
The Payment Date is expected to be no later than five Business Days following the announcement of the results of the Meeting.
With respect to the Consent Solicitation, J.P. Morgan Securities plc, JSC "Sberbank CIB" and SIB (Cyprus) Limited have acted as Solicitation Agents and D.F. King has acted as the Information and Tabulation Agent.
All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
The Information and Tabulation Agent
125 Wood Street
London EC2V 7AN
By telephone: +44 20 7920 9700
In New York:
48 Wall Street, 21st Floor
New York, New York 10005
By telephone: +1 212 269 5550
U.S. Toll Free Number: (866) 829-0541
Consent Website: https://sites.dfkingltd.com/polyus
This release must be read in conjunction with the Consent Solicitation Memorandum. No offer or invitation to issue or redeem any securities is being made pursuant to this announcement.
The distribution of the Consent Solicitation Memorandum and this release in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Guarantor, the J.P. Morgan Securities plc, JSC "Sberbank CIB" and SIB (Cyprus) Limited and D.F. King to inform themselves about, and to observe, any such restrictions.
In accordance with normal practice, BNY Mellon Corporate Trustee Services Limited as trustee for the Noteholders (the "Trustee"), J.P. Morgan Securities plc, JSC "Sberbank CIB" and SIB (Cyprus) Limited and D.F. King express no views or opinion on the merits or otherwise of the Consent Solicitation, the Proposals or the Extraordinary Resolution. The Trustee has authorised it to be stated that it has no objections to the Extraordinary Resolution being submitted to Noteholders for their consideration. The Trustee has not been involved in negotiating or formulating the terms of the Consent Solicitation, the Proposals or the Extraordinary Resolution. Neither the Trustee nor J.P. Morgan Securities plc nor JSC "Sberbank CIB" nor SIB (Cyprus) Limited nor D.F. King make(s) any representation that all relevant information has been disclosed to the Noteholders in, or pursuant to, the Consent Solicitation Memorandum and/or the Notice of Meeting, nor do they accept any responsibility for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum, the Notice of Meeting or any other document prepared in connection with the Consent Solicitation or any omissions therefrom. The Noteholders should seek their own independent financial, legal and tax advice on the merits and on the consequences of the Consent Solicitation, the Proposals or the Extraordinary Resolution.
This document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or exchange or subscribe for, any securities of the Issuer, the Guarantor or any other entity. This document does not constitute a solicitation in any circumstances in which such solicitation is unlawful.
POLYUS GOLD INTERNATIONAL LIMITED is a company incorporated with limited liability under the laws of Jersey whose registered office is at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, and whose principal office is at Ergon House, Dean Bradley Street, London SW1P 2AL, United Kingdom.
This release may contain "forward-looking statements" concerning PGIL. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of PGIL's operations. Many of these risks and uncertainties relate to factors that are beyond PGIL's ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this release. PGIL assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.