Polyus Finance Plc: TENDER OFFERS FOR NOTES DUE 2020,2022,2023,2024
Date: 14 September 2018
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).
POLYUS FINANCE PLC ANNOUNCES TENDER OFFERS FOR ITS NOTES DUE 2020, 2022, 2023 AND 2024
Polyus Finance plc (the "Offeror") has today announced invitations to holders of the outstanding notes detailed in the table below, issued by it and guaranteed by Joint Stock Company Polyus Krasnoyarsk ("JSC Polyus") and Public Joint Stock Company Polyus ("PJSC Polyus" and together with JSC Polyus, the "Guarantors") (each of the issuances of Notes referred to below, a "Series", and all outstanding Notes of all Series together, the "Notes"), to tender their Notes for purchase by the Offeror for cash (each such invitation, an "Offer" and, together, the "Offers") at prices to be determined pursuant to a Modified Dutch Auction, as further set out in the table below.
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 14 September 2018 ("Tender Offer Memorandum") issued by the Offeror.
The Offers to purchase the outstanding Notes are subject to the terms and conditions contained in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
Description of the Notes Common code/ISIN for Regulation S Notes Common code/ISIN/CUSIP for Rule 144A Notes Outstanding principal amount Minimum Denomination and multiples to instruct Minimum Purchase Price Purchase Price Maximum Consideration Amount U.S.$750,000,000 5.625 per cent. Guaranteed Notes due 2020 (the "2020 Notes") 092230171 / XS0922301717 092311686 / US73180YAA29 / 73180YAA2 U.S.$750,000,000 U.S.$200,000 and integral multiples of $1,000 in excess thereof U.S.$990.00 per U.S.$1,000 in principal amount of the 2020 Notes To be determined as set out in the Tender Offer Memorandum determined pursuant to a Modified Dutch Auction procedure Up to U.S.$300,000,000 being the aggregate Purchase Price and Accrued Interest payable for all Notes of all Series accepted for purchase U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (the "2022 Notes") 140576638 / XS1405766384 098266640 / US73180YAB02 / 73180YAB0 U.S.$500,000,000 U.S.$200,000 and integral multiples of $1,000 in excess thereof U.S.$939.00 per U.S.$1,000 in principal amount of the 2022 Notes U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (the "2023 Notes") 153392293 / XS1533922933 111731179 / US73180YAC84 / 73180YAC8 U.S.$800,000,000 U.S.$200,000 and integral multiples of $1,000 in excess thereof U.S.$938.00 per U.S.$1,000 in principal amount of the 2023 Notes US$500,000,000 4.70 per cent Guaranteed Notes due 2024 (the "2024 Notes") 171347432 / XS1713474325 111730962 / US73181LAA98 / 111730962 US$500,000,000 U.S.$200,000 and integral multiples of $1,000 in excess thereof U.S.$900.00 per U.S.$1,000 in principal amount of the 2024 Notes
Introduction to and Rationale for the Offers
On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Noteholders (subject to the Offer and Distribution Restrictions contained herein) to tender their Notes for purchase by the Offeror at the relevant Purchase Price together with Accrued Interest.
The Offers are made for the general liquidity management of the Group. Any Notes purchased by the Offeror in the Offers will be transferred to and held by the Offeror in accordance with the terms and conditions of the Notes and, if decided by the Offeror in its sole discretion, may be cancelled in full or in part immediately after or at any time following completion of the Offers.
The Offeror will pay for each Series of Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer in respect of each Series of Notes, a cash purchase price per U.S.$1,000 in principal amount of the Notes of the relevant Series validly tendered and accepted for purchase by the Offeror as determined pursuant to the Modified Dutch Auction Procedure (as defined below) (for each Series of Notes, the "Purchase Price").
Series Acceptance Amounts and Maximum Consideration Amount
The Offeror will determine, in its sole discretion, the aggregate principal amount of each Series of Notes (if any) that it will accept for purchase pursuant to the relevant Offer (each such amount, a "Series Acceptance Amount"), subject to the aggregate Purchase Price and Accrued Interest payable for all Notes of all Series accepted for purchase not exceeding U.S.$300,000,000 (the "Maximum Consideration Amount").
The Offeror reserves the right, in its sole discretion, to accept for purchase significantly more or less (or none) of the Notes of any one Series as compared to the other Series.
The Offeror reserves the right, in its sole discretion, to increase or decrease the Maximum Consideration Amount, subject to applicable law.
Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of the Offers, the Purchase Price for each Series of the Notes (expressed as the amount payable for each U.S.$1,000 in principal amount of the relevant Series of the Notes equal to, or in an increment of U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series of the Notes above, the relevant Minimum Purchase Price), in each case, taking into account the principal amount of the relevant Series of Notes so tendered and the Offer Prices specified (or deemed to be specified, as set out below) by tendering Noteholders.
The Purchase Price for each Series of the Notes will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the relevant Series of the Notes, as the case may be, which equals the relevant Series Acceptance Amount and shall either be the applicable Minimum Purchase Price, or an increment of U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series of Notes above such Minimum Purchase Price. The Purchase Price in respect of each Series of Notes will apply to all Notes of such Series accepted for purchase.
Tender Instructions in respect of Notes may be submitted in the form of either a Competitive Offer (which specifies a purchase price higher than the relevant Minimum Purchase Price) or a Non-Competitive Offer (which does not specify a purchase price or specifies a price less than or equal to the relevant Minimum Purchase Price).
If a Competitive Offer specifies a purchase price that is not in whole increments of U.S.$0.50 per U.S.$1,000, such purchase price will be rounded up to the nearest increment of U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series of Notes.
In the event that Tender Instructions are received in respect of an aggregate principal amount of Notes of the relevant Series which is greater than the relevant Series Acceptance Amount, then such Tender Instructions will be accepted on a pro-rata basis, as further described in the Tender Offer Memorandum.
The Offeror will also pay accrued and unpaid interest in respect of all Notes validly tendered and accepted for purchase by the Offeror, from (and including) the interest payment date for the relevant Series immediately preceding the Settlement Date to (but excluding) the Settlement Date (such payment, "Accrued Interest").
Indicative Timetable for the Offers
The expected timetable of events will be as follows:
Date and Time Action 14 September 2018 Commencement of the Offers Offers announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems, DTC and via the websites of the Euronext Dublin and the London Stock Exchange. Tender Offer Memorandum available from the Offer Website run by the Information and Tender Agent: https://sites.dfkingltd.com/polyus. 21 September 2018 at 16:00 hours London time Expiration Deadline Deadline for receipt by the Information and Tender Agent of all valid Tender Instructions in order for Noteholders to be able to participate in the Offers. On or about 24 September 2018 Announcement of Acceptance and Results As soon as practicable following the Expiration Deadline, the Offeror will announce whether the Transaction Conditions are expected to be satisfied and, if so, the announcement by the Offeror of: whether the Offeror will accept valid tenders of the Notes pursuant to each Offer; each Series Acceptance Amount; Scaling Factor (if applicable); the relevant Purchase Price; the aggregate principal amount of each Series of Notes that will remain outstanding following completion of the relevant Offer; and the confirmation of the final Settlement Date for the Offers. On or about 26 September 2018 Settlement Date Subject to the satisfaction (or, if applicable, the waiver) of the Transaction Conditions, the expected Settlement Date for the Offers.
The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.
The Offeror and JSC Polyus have retained J.P. Morgan Securities plc to act as Dealer Manager for the Offers.
Operational Procedure Description
In order to participate in the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent prior to 16:00 hours, London time, on 21 September 2018. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.
THE OFFERS ARE NOT BEING CONDUCTED IN A MANNER ELIGIBLE FOR THE PROCEDURES OF THE DEPOSITORY TRUST COMPANY. To participate in the Offers, a holder of Notes must either hold such Notes through a Direct Participant in Euroclear Bank SA/NV or Clearstream Banking, S.A. or arrange for the transfer of its Notes so that they are held through such Direct Participant in Euroclear Bank SA/NV or Clearstream Banking, S.A.
If you need further information about the Offers, please contact the Dealer Manager or the Information and Tender Agent.
Offer Website: https://sites.dfkingltd.com/polyus
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom
For information by telephone: +44 20 7134 2468 Attention: Liability Management Email: firstname.lastname@example.org
THE INFORMATION AND TENDER AGENT
D.F. King Ltd. Email: email@example.com
125 Wood Street London EC2V 7AN United Kingdom Telephone: +44 20 7920 9700
In Hong Kong:
Suite 1601, 16/F, Central Tower 28 Queen's Road Central Hong Kong Telephone: +852 3953 7231
OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made 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")) or persons who are within Articles 43(2) or 49(a) to (d) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have 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) other than individuals, in each case acting on their own account and 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 Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:
(a) the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended, the "MiFID Regulations"), including, without limitation, Regulations 7 (Authorisation) and 152 (Restrictions on advertising) thereof, any codes of conduct made under the MiFID Regulations, and the provisions of the Investor Compensation Act 1998 (as amended);
(b) the provisions of the Companies Act 2014 (as amended, the "Companies Act"), the Central Bank Acts 1942-2015 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989; and
(c) the Market Abuse Regulation (EU 596/2014) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offers are being carried out in Italy as exempted offers 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.
Noteholders, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or 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 Offer.
This announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Unless the relevant Notes are admitted to the public circulation in Russia, information contained in this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not intended for any persons in Russia who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs.
The Offers do not constitute a public offering of securities pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact firstname.lastname@example.org or visit www.rns.com.
14.09.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Polyus Finance Plc 16 Berkeley Street W1J 8DZ London
United Kingdom Phone: +44 (0)203 907 4050 E-mail: email@example.com Internet: http://polyus-finance.polyus.com/ ISIN: XS1533922933 WKN: A19CYF Listed: Regulated Unofficial Market in Stuttgart; London End of News DGAP News Service