Polyus Finance Plc
Polyus Finance Plc
- ISIN: XS1533922933
- Land: United Kingdom
Nachricht vom 18.05.2020 | 17:20
Polyus Finance Plc: Notice of EGM
DGAP-News: Polyus Finance Plc
/ Key word(s): AGM/EGM
Press Release 18 May 2020
This announcement does not contain or constitute an offer of, or the solicitation of an offer to purchase or subscribe for, the shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The offer referred to herein is for the securities of a foreign company and the offer and sale of the shares referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan. The offer referred to herein is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements of the issuer have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under United States federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
Members of the general public are not eligible to take part in the sale. In member states of the European Economic Area and in the United Kingdom, this announcement and any offer, if made subsequently, is sent and addressed to and directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation 2017/1129/EU, as amended or superseded) ("Qualified Investors"). In the United Kingdom this announcement is sent and distributed to and directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and the shares will only be available to, and any investment activity to which this announcement relates will only be engaged in with, such persons and it should not be relied on by anyone other than such persons.
Information contained herein in respect of the global depositary shares and American depositary shares representing rights to ordinary shares of the Company is not intended for any persons located within the territory of the Russian Federation, who are not "qualified investors" within the meaning of Article 51.2 of the Russian Federal Law "On the Securities Market" No. 39-FZ dated 22 April 1996, as amended, and must not be made available in the Russian Federation to any persons who are not qualified investors, unless and to the extent they are otherwise permitted to access such information under Russian law.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE PROVIDED EXCLUSIVELY FOR INFORMATION PURPOSES ONLY AND ARE NOT AN OFFER OR A PART OF AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF SECURITIES IN ANY JURISDICTION INCLUDING THE USA, AUSTRALIA, CANADA AND JAPAN.
PJSC Polyus (LSE, MOEX - PLZL) ("Polyus" or the "Company") announces that the Board of Directors of the Company (the "Board") today resolved to hold the Company's Extraordinary General Meeting of Shareholders ("EGM") on 22 June 2020.
The EGM will be held by absentee vote.
The date of drawing up the list of persons entitled to participate in the EGM is 29 May 2020 (the "Record Date").
The deadline for acceptance of voting ballots is 22 June 2020 (inclusive).
PROPOSAL TO PLACE NEW SHARES OF PJSC POLYUS
It is proposed that the EGM approves the increase of the Company's charter capital through the issuance of 3,130,000 (three million one hundred thirty thousand) new ordinary shares (the "New Shares") by way of closed subscription under Russian law (the "Closed Subscription"). The New Shares constitute approx. 2.33 per cent of the total number of issued and outstanding ordinary shares of the Company and will be placed, in whole or in part, to JSC Polyus Krasnoyarsk ("Polyus Krasnoyarsk"), a wholly-owned subsidiary of the Company, as the sole participant of the Closed Subscription, subject to the Pre-emption Rights, as described below. The New Shares, when issued and placed, are intended to be used for the following purposes: (1) to return the Company's shares borrowed by Polyus Krasnoyarsk under the Securities Lending Agreement entered into on 25 December 2019, as amended on 1 April 2020, used by Polyus Krasnoyarsk to procure the delivery of global depositary receipts to the holders of convertible bonds issued by Polyus Finance plc, an indirect wholly-owned subsidiary of the Company (as previously announced: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PLZL/14540911.html), in April and May 2020; (2) for the 2021 vesting under Polyus group's long-term incentive plan, which was approved by the Board in December 2018; and (3) as consideration under the 2021 tranche of option agreements entered into by Polyus Krasnoyarsk in July 2017 to consolidate the 100% participation interest in SL Gold, the Sukhoi Log deposit JV (as previously disclosed by the Company: http://polyus.com/en/media/press-releases/polyus-entered-into-option-agreements-to-nbsp-consolidate-100-participation-interest-in-nbsp-sl-gold/). The Company expects that following completion of the Closed Subscription, if and when implemented, the free float will remain above 20%.
The placement price and date will be determined by the Board prior to the beginning of the placement, provided, among other things, that the Closed Subscription is approved at the EGM and following state registration of the New Shares issuance with the Central Bank of Russia (the "CBR"). As required by the Federal Law "On Joint Stock Companies" No. 208-FZ dated 26 December 1995, as amended (the "JSC Law"), the placement price of the New Shares shall be determined based on the market value of the Company's shares, taking into account their trading price.
Draft resolution of the EGM on the approval of the proposed Closed Subscription and other materials related to the EGM were approved by the Board and will be made available on 19 May 2020 at the Company's website at: http://www.polyus.com, in accordance with applicable legal requirements.
To participate in the EGM:
1) holders of the ordinary shares should:
a) submit their completed ballots to the Company at the following address: 18 bldg. 5B, Stromynka St., Moscow, 107076, Russian Federation, JSC "IRC - R.O.S.T."; or
b) fill in the electronic form of the ballot at the shareholder's personal account available at: https://lk.rrost.ru/polyus/;
2) holders of depositary shares should complete the proxy cards and timely submit them to the Depositary Bank - The Bank of New York Mellon (the "DS Depositary").
The shareholders may review the information (materials) for the EGM on business days starting from 19 May 2020, from 10:00 am to 5:00 pm (local time), at the Company's office at 3 bldg. 1, Krasina St., Moscow, Russian Federation, PJSC "Polyus", and at the registrar's office at 18 bldg. 5B, Stromynka St., Moscow, Russian Federation, JSC "IRC - R.O.S.T.". The materials will also be available starting from 19 May 2020 on the Company's website at http://www.polyus.com/.
PRE-EMPTION RIGHT TO ACQUIRE THE NEW SHARES
In accordance with Articles 40 and 41 of the JSC Law, the Company's shareholders as of the Record Date, who vote against or do not participate in voting on the approval of the charter capital increase through placement of New Shares by way of Closed Subscription, will have pre-emptive right to acquire the New Shares pro rata to their existing shareholdings in the Company as of the Record Date (the "Pre-emption Right").
Please note that this announcement does not constitute notice to the shareholders of the shareholders' Pre-emption Rights and provides merely a summary of applicable legal requirements. The Pre-emption Rights notice, which is required to be made to the Company's shareholders under Article 41 of the JSC Law and applicable securities laws of the Russian Federation, will be made by the Company in accordance with applicable legal requirements following, among other things, the approval of the charter capital increase by way of Closed Subscription at the EGM, the approval by the Board of the document containing the terms and conditions of placement of the New Shares, the state registration of the New Shares issuance by the CBR, the determination of the placement price by the Board, and in any event prior to the beginning of placement of the New Shares.
Holders of Level 1 American depositary shares ("Level 1 ADSs"), Regulation S global depositary shares ("Regulation S GDSs") and Rule 144A global depositary shares ("Rule 144A GDSs") representing rights to the Company's ordinary shares (together, the "DSs") will be able to exercise the Pre-emption Rights described above, only provided that they (i) surrender and cancel all or a portion of their DSs representing the number of ordinary shares, with respect to which they wish to exercise the Pre-emption Right, and take delivery of the relevant number of the ordinary shares represented by the DSs by close of trading on the Record Date and (ii) at the EGM, vote against the Closed Subscription or do not participate in voting on this matter. Surrender of the DSs is subject to the payment of the relevant fees to the DS Depositary and to the other provisions of the Level 1 Deposit Agreement between the DS Depositary, the Company and the Owners and Holders of Level 1 American Depositary Shares, dated 17 May 2006, as supplemented by the Additional Regulation S Deposit Agreement among the Company, the DS Depositary and the Owners and Holders of Regulation S Global Depositary Shares, dated as of 30 June 2017 (the "Regulation S Deposit Agreement"), and the Additional Rule 114A Deposit Agreement among the Company, the DS Depositary and the Owners and Holders of Rule 144A Global Depositary Shares, dated as of 30 June 2017 (the "Rule 144A Deposit Agreement" and, collectively, the "Deposit Agreements"), as applicable.
DS holders should note that the delivery of the Company's ordinary shares represented by the DSs upon the surrender and cancellation of the DSs may take approximately nine Russian business days. This period does not include the time necessary for the opening of a securities account for the receipt of the ordinary shares represented by the DSs.
The Pre-emption Rights and the timing for the exercise of the Pre-emption Rights is subject to a number of conditions and a number of future events, which may or may not occur, including, among other things, the approval of the Closed Subscription at the EGM, the approval by the Board of the document containing the terms and conditions of placement of the New Shares, the state registration of the New Shares issuance by the CBR, and others. There may be no assurances that all of these steps will be completed and the Closed Subscription will be implemented and, if it is implemented, as to the precise timing of the relevant steps and the Closed Subscription.
DS holders wishing to vote against the Closed Subscription, or to not participate in the EGM, and subsequently exercise their Pre-emption Rights with respect to ordinary shares represented by the DSs held by them, provided that the Closed Subscription is implemented, are advised to notify their broker immediately of the deadline by which they need to receive the ordinary shares represented by the DSs and inform them of the instructions set forth below. Once the broker submits the DS cancellation instruction, the broker can contact email@example.com or +353-1-900-3466 / +1 212-815-2723 for status updates. The specific steps and instructions to be followed by DS holders and/or their brokers are as follows:
For Regulation S GDSs:
1) Process a type 40 instruction in Euroclear Bank SA/NV ("Euroclear") or an instruction to Clearstream Banking, société anonyme ("Clearstream") for the withdrawal of the DSs. DS holders or their brokers may contact the Euroclear Customer Service Team at +32-2-326-2098 or the Clearstream Settlement Team at +35-2-2-433-6591 for further assistance. The instruction must include the following information:
1) Deliver free the DSs via The Depository Trust Company ("DTC") to the DS Depositary, DTC account 2504. Indicate in the comment field, "See email instructions". The DS Depositary will then charge a fee of U.S.$0.05 per DS (rounded up to the nearest 100 DSs) and other applicable fees.
All steps required for the cancellation of DSs and the receipt of ordinary shares represented by the DSs must be completed so that the ordinary shares are delivered to the DS holder's ordinary share account by the close of trading on the Record Date.
If a holder wishes to re-deposit ordinary shares into the DS facility, such deposit would require payment of issuance fees in the amount of U.S.$0.05 per DS to the DS Depositary. Furthermore, a holder may not be able to re-deposit its ordinary shares into the DS program if the DS program has reached its limit or is otherwise closed for deposits.
DS holders whose ordinary shares following the cancellation of the DSs will be recorded with the securities accounts opened with the Russian depositaries (custodians) are urged to consult the relevant Russian depositary (custodian) on the specific procedures, deadlines, cut off times, fees and expenses and documentation required, necessary or desirable for the receipt of the ordinary shares underlying the DSs and subsequent exercise of the Pre-emption Right.
DS holders should be aware that they may have tax liabilities in Russia and other applicable jurisdictions in connection with the surrender and cancellation of the DSs and taking delivery of the Company's ordinary shares represented by the DSs and in respect of the exercise of the Pre-emption Right and the purchase of ordinary shares as a result of such exercise. DS holders are urged to consult their tax advisers at their own expense in respect of any potential tax consequences in connection with the foregoing.
The DS holders should note that the Pre-emption Rights and the timing for the exercise of the Pre-emption Rights is subject to a number of conditions and a number of future events, which may or may not occur, including, among other things, the approval of the Closed Subscription at the EGM, the approval by the Board of the document containing the terms and conditions of placement of the New Shares, the state registration of the New Shares issuance by the CBR, and others. There may be no assurances that all of these steps will be completed and the Closed Subscription will be implemented and, if it is implemented, as to the precise timing of the relevant steps and the Closed Subscription.
If you are in any doubt as to what action you should take, you should immediately seek your own independent financial, tax and legal advice from your stockbroker, bank manager, legal advisor, accountant or other independent financial adviser.
The Polyus group's principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Republic of Sakha (Yakutia).
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 of the date of this announcement. Polyus and/or any Polyus Company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.
Information in this document may constitute inside information.
|Company:||Polyus Finance Plc|
|16 Berkeley Street|
|W1J 8DZ London|
|Phone:||+44 (0)203 907 4050|
|Listed:||Regulated Unofficial Market in Stuttgart; London|
|EQS News ID:||1050051|
|End of News||DGAP News Service|
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Polyus Finance Plc: Notice of EGM
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