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Press Release 09 September 2022
Results of Noteholders' consent solicitation (2028 Notes)
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 results of the consent solicitation process ("Consent Solicitation") for its outstanding U.S.$700,000,000 3.25% Guaranteed Notes due 2028 ("2028 Notes").
The terms of the earlier announced Consent Solicitation are detailed in the Consent Solicitation Memorandum dated 20 July 2022 ("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 |
Copies of the Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/59/Holder/polyusfinance-plc
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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