NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Press Release 24 June 2022
Noteholders' consent solicitation launch
PJSC Polyus (LSE, MOEX: PLZL) ("Polyus", or the "Company") highlights the announcement made by its indirect wholly-owned subsidiary Polyus Finance Plc ("Issuer") earlier today on the launch of consent solicitation process ("Consent Solicitation") for its outstanding U.S.$800,000,000 5.25% Guaranteed Notes due 2023, U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and U.S.$700,000,000 3.25% Guaranteed Notes due 2028 ("Notes").
In the Consent Solicitation the Issuer seeks the consent of the holders of the Notes to remove the Trustee and replace it with the New Trustee in respect of all series of the Notes. This replacement is undertaken because of inability of the Trustee to continue acting in connection with all series of the Notes.
Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Issuer's Consent Solicitation Memorandum dated 24 June 2022 ("Memorandum").
General Conditions to the Consent Solicitation
· The conditions set forth in the Memorandum.
· To participate in the Consent Solicitation, a Noteholder should deliver a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline.
· Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.
· Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes.
· No consent fee shall be payable with respect to the Consent Solicitation.
Expected Timetable
· Commencement of the Consent Solicitation - 24 June 2022.
· Record Date - 1 July 2022.
· Consent Deadline - 4 July 2022 (12:00 p.m. (London time))
The following table sets forth details of the Notes:
| Description of the Notes | ISIN Code/ Common Code (Regulation S Notes) | ISIN Code/ Common Code/ CUSIP Code (Rule 144A Notes) | Outstanding Principal Amount |
| U.S.$800,000,000 5.25% Guaranteed Notes due 2023 | XS1533922933 / 153392293 | US73180YAC84 / 111731179 / 73180YAC8 | U.S.$330,007,000 |
| U.S.$500,000,000 4.70% Guaranteed Notes due 2024 | XS1713474325 / 171347432 | US73181LAA98 / 111730962 / 73181LAA9 | U.S.$322,604,000 |
| U.S.$700,000,000 3.25% Guaranteed Notes due 2028 | XS2396900685 / 239690068 | US73181LAB71 / 239725104 / 73181LAB7 | U.S.$700,000,000 |
Copies of the Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
Announcements in connection with the Consent Solicitation will be disclosed by the Issuer on the website of the London Stock Exchange. Copies of all announcements, notices and press releases are available on the Consent Solicitation Website https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
Questions and requests for assistance in connection with the delivery of Consent Instruction may be directed to i2 Capital Markets (the Information and Tabulation Agent) at info@i2capmark.com and at +44 203 633 1212.
Questions and requests for assistance in connection with the Consent Solicitation may also be directed to the Investor Relations Department of PJSC Polyus at ir@polyus.com and at +7 495 641 33 77.
Polyus
Polyus is the world's fourth-largest gold mining company by production volumes and the largest gold miner in terms of attributable gold ore reserves. The Company has the lowest production costs among major global gold producers. Its principal operations are located in Siberia and the Russian Far East: Krasnoyarsk, Irkutsk and Magadan regions and the Republic of Sakha (Yakutia).
Investor and Media contact
Victor Drozdov,
Director Communications & Investor Relations (CIR) Department
+7 (495) 641 33 77
Forward-looking statements
This announcement may contain "forward-looking statements" concerning Polyus and/or Polyus group. 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 Polyus' and/or Polyus group's operations. Many of these risks and uncertainties relate to factors that are beyond Polyus' and/or Polyus group'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 announcement. Polyus and/or any Polyus group company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.
DISCLAIMER
This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of its participation in the Consent Solicitation, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.
None of the Issuer, the Guarantors, the Trustee, the Information and Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Issuer, the Guarantors, the Trustee, the Information and Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should provide Consent, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. The Information and Tabulation Agent is agent of the Issuer and owe no duty to any Noteholder.
This announcement is for informational purposes only. The Consents are only being solicited pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law.
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