9 September 2022
Polyus Finance Plc announces the results of the Consent Solicitation for 2028 Notes
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 OR THE MEMORANDUM.
Polyus Finance Plc (the "Issuer") today formally announces that it has concluded its consent solicitation (the "Consent Solicitation") in relation to the outstanding U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (the "2028 Notes") issued by the Issuer on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 20 July 2022 (the "Memorandum"). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Memorandum.
The Issuer thanks all Noteholders who have responded promptly and participated in the Consent Solicitation and notifies that the Requisite Consents from the Noteholders of the 2028 Notes were obtained before the Consent Deadline (08 September 2022 5:00 p.m. (London time)).
Consents were distributed in the following way from outstanding amount of the notes:
· 2028 Notes - 77.07%
Consequently, the amendment and waiver of certain terms of the Trust Deed, Paying Agency Agreement and Terms and Conditions of the 2028 Notes have been approved by the Written Resolutions.
As of the Effective Time, I2 Capital Trust Corporation Ltd will act as the new trustee in respect of the 2028 Notes.
The following table sets forth details of the 2028 Notes:
| Description of the 2028 Notes | ISIN Code/ Common Code (Regulation S Notes) | ISIN Code/ Common Code/ CUSIP Code (Rule 144A Notes) | Outstanding Principal Amount |
| U.S.$700,000,000 3.25% Guaranteed Notes due 2028 | XS2396900685 239690068 | US73181LAB71 239725104 73181LAB7 | U.S.$700,000,000 |
Forward-looking statements
This announcement may contain "forward-looking statements" concerning 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 group's operations. Many of these risks and uncertainties relate to factors that are beyond 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. The Issuer 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.
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