Polyus Finance PLC PJSC Polyus - Polyus Finance Plc announces Consent Solicitation
24/06/2022 15:26
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RNS Number : 1791Q Polyus Finance PLC 24 June 2022
24 June 2022
Polyus Finance Plc announces Consent Solicitation for its outstanding
U.S.$800,000,000 5.250% 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
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 announces a solicitation (the "Consent
Solicitation") to consider and, if thought fit, consent (the "Consent") to the
Proposals (as defined in the Memorandum) on the terms and subject to the
conditions set forth in the Consent Solicitation Memorandum dated 24 June 2022
(the "Memorandum"), which will approve the replacement of the Trustee with the
New Trustee. The Consent Solicitation begins on the date of the
Memorandum. The Consent Deadline (each, as defined below) for Consent
Solicitation is 12:00 p.m. (London time) on 4 July 2022 (subject to the right
of the Issuer to extend, re-open, amend and/or terminate the Consent
Solicitation, subject to applicable law and the provisions of the relevant
Trust Deed) (such time and date, as the same may be extended, the "Consent
Deadline").
Adoption of each Written Resolution requires the Requisite Consents. To
participate in the Consent Solicitation, a Noteholder should deliver, or
arrange to have delivered on its behalf, 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 1 July 2022 (the "Record Date") may
submit a Consent Instruction. No consent fee shall be payable with respect
to the Consent Solicitation.
THE ISSUER ANTICIPATES THAT, PROMPTLY AFTER RECEIPT OF THE REQUISITE CONSENTS
AT OR PRIOR TO THE CONSENT DEADLINE (THE TIME OF SUCH RECEIPT, THE "EFFECTIVE
TIME"), IT WILL GIVE NOTICE TO NOTEHOLDERS THAT THE REQUISITE CONSENTS HAVE
BEEN ACHIEVED. NOTEHOLDERS SHOULD NOTE THAT THE EFFECTIVE TIME MAY FALL PRIOR
TO THE CONSENT DEADLINE. AS OF AND AFTER THE EFFECTIVE TIME, ALL CURRENT
NOTEHOLDERS, INCLUDING NON-CONSENTING NOTEHOLDERS, AND ALL SUBSEQUENT
NOTEHOLDERS WILL BE BOUND BY THE RELEVANT WRITTEN RESOLUTION.
Neither the Trustee, nor any of its directors, officers, employees or
affiliates expresses any opinion on the merits of, or makes any representation
or recommendation whatsoever regarding, the Consent Solicitation or makes any
recommendation whether Noteholders should give their Consent to the Proposals.
The Trustee has not reviewed or approved, nor will it be reviewing or
approving, any documents relating to the Consent Solicitation except those to
which it is a party. Neither the Trustee, nor any of its directors, officers,
employees or affiliates has verified, or assumes any responsibility for the
accuracy or completeness of, any of the information concerning the Consent
Solicitation, or the factual statements contained in, or the effect or
effectiveness of, the Memorandum or any other documents referred to in the
Memorandum or assumes any responsibility for any failure by the Issuer or the
Guarantors to disclose events that may have occurred and may affect the
significance or accuracy of such information or the terms of any amendment (if
any) to the Consent Solicitation.
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
(https://i2capmark.com/event-details/59/Holder/polyus-finance-plc) .
Capitalised terms used in this announcement but not defined herein have the
meanings given to them in the Memorandum.
The following table sets forth details of the Notes:
Description of the Notes ISIN Code/ ISIN Code/ Outstanding Principal Amount
Common Code Common Code/
(Regulation S Notes) CUSIP Code
(Rule 144A Notes)
U.S.$800,000,000 5.250% Guaranteed Notes due 2023 XS1533922933 / US73180YAC84 / U.S.$330,007,000
153392293 111731179 /
73180YAC8
U.S.$500,000,000 4.70% Guaranteed Notes due 2024 XS1713474325 / US73181LAA98 / U.S.$322,604,000
171347432 111730962 /
73181LAA9
U.S.$700,000,000 3.25% Guaranteed Notes due 2028 XS2396900685 / US73181LAB71 / U.S.$700,000,000
239690068 239725104 /
73181LAB7
Rationale for the Consent Solicitation
In this 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. The Trustee informed the Issuer on 9 May 2022 of
its inability to continue acting as the trustee in connection with all series
of the Notes. This decision reflects the recent introduction of restrictions,
including, among others, full blocking restrictions and sanctions on certain
Russian companies and individuals, sovereign debt restrictions and other
sanctions.
General Conditions to the Consent Solicitation
Adoption of each Written Resolution requires the Requisite Consents. To
participate in the Consent Solicitation, a Noteholder should deliver, or
arrange to have delivered on its behalf, 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.
In order for the Issuer to implement the Proposals, the Requisite Consents
must be achieved by the Consent Deadline, i.e., at or prior to the Consent
Deadline, Consents shall be received from Noteholders holding at least 75% in
aggregate principal amount of the then outstanding relevant series of the
Notes. Noteholders should refer to Annex A to the Memorandum for full text
of the Proposals and further detail.
The Issuer is not under any obligation to accept any Consent. Consents may
be rejected in the sole and absolute discretion of the Issuer for any reason
or no reason, and the Issuer is under no obligation to Noteholders to furnish
any reason or justification for refusing to accept any of them. For example,
Consents may be rejected if the Consent Solicitation is terminated (including
if the Requisite Consents are not received), subject to applicable law and the
provisions of the relevant Trust Deed, if the Issuer determines that a Consent
Instruction is not timely received or duly completed, or if the Consent
Solicitation does not comply with the relevant requirements of a particular
jurisdiction or for any other reason. In case the Requisite Consents are not
received by the Consent Deadline, the Consent Solicitation will be terminated
and all Consent Instructions will be automatically deemed to be withdrawn.
Immediately upon terminating the Consent Solicitation, the Issuer shall notify
the Noteholders in accordance with "Announcements" below.
A Consent given pursuant to the Consent Solicitation will only be accepted
after the delivery of a valid Consent Instruction, in each case in accordance
with the procedures described in "Procedures for Participating in the Consent
Solicitation".
The Issuer expressly reserves the right, in its sole and absolute discretion,
to delay the acceptance of Consents delivered pursuant to the Consent
Solicitation in order to comply with applicable laws or for any other
reason. Notwithstanding the foregoing, the Issuer will at all times have the
discretion to accept or reject any Consent, the delivery of which would
otherwise be invalid or, in the sole opinion of the Issuer, may otherwise be
invalid. Noteholders are advised that the Issuer may, in its sole and
absolute discretion, accept or reject Consents delivered pursuant to the
Consent Solicitation on more than one date if the Consent Solicitation is
re-opened.
The Issuer reserves the right, in its sole and absolute discretion, to waive,
where possible, any and all of the conditions to the Consent Solicitation at
any time and from time to time. The Issuer may, subject to applicable law
and the provisions of the relevant Trust Deed, at its option and in its sole
and absolute discretion, amend the Consent Solicitation in any respect at any
time before any acceptance by it of the Consents.
The failure by any person to receive a copy of the Memorandum or any
announcement made or notice issued in connection with the Consent Solicitation
will not invalidate any aspect of the Consent Solicitation. No binding
acknowledgement of receipt of any Consent Instruction and/or any other
documents will be given by the Issuer, the Guarantors or the Information and
Tabulation Agent.
Requisite Consents
In order for the Issuer to implement the Proposals, the Requisite Consents
must be achieved by the Consent Deadline, i.e., at or prior to the Consent
Deadline, Consents shall be received from Noteholders holding at least 75% in
aggregate principal amount of the then outstanding relevant series of the
Notes. Noteholders should refer to Annex A to the Memorandum for full text
of the Proposals and further detail.
Participation in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should deliver, or
arrange to have delivered on its behalf, 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.
A duly executed Consent Instruction shall bind the Noteholder that executed
the relevant Consent Instruction and any subsequent registered holder or
transferee of the Notes to which such Consent Instruction relates. In order
to cause a Consent to be given with respect to Notes, the applicable
Noteholder must complete and sign the Consent Instruction, and deliver it to
the Information and Tabulation Agent by registering on the Consent
Solicitation Website on
https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
(https://i2capmark.com/event-details/59/Holder/polyus-finance-plc) and then
uploading the completed Consent Instruction in pdf format to the "My Holding"
section on the Consent Solicitation Website using the "uploads" function. To
access the Consent Solicitation Website and submit completed Consent
Instructions, Noteholders are required to provide proof of holding as of the
Record Date. Acceptable form of proof of holding must include (i) the
statement of holdings report and/or a similar document generated by electronic
records of and/or issued by DTC, Euroclear or Clearstream, Luxembourg, as
applicable, and (ii) a statement of account from a Direct Participant, each
acceptable form of proof of holding confirming (a) the DTC, Euroclear or
Clearstream, Luxembourg Direct Participant name and account number, (b) the
full name or legal entity name of the Noteholder, (c) the security and/or ISIN
held, and (d) the aggregate amount of each relevant series of the Notes
held. Noteholders should contact their representative Direct Participant,
bank, securities broker or other intermediary through which they hold their
respective Notes immediately to obtain proof of holding.
Noteholders may contact the Information and Tabulation Agent via email at
info@i2capmark.com if they require assistance.
The Issuer is under no obligation to accept any valid Consents delivered
pursuant to the Consent Solicitation. The acceptance of Consents validly
delivered pursuant to the Consent Solicitation is at the sole and absolute
discretion of the Issuer and Consents delivered pursuant to the Consent
Solicitation may be rejected by the Issuer for any reason or no reason. The
Issuer will be deemed to have accepted validly delivered Consent Instructions
if and when the Issuer gives oral or written notice to the Information and
Tabulation Agent of the Issuer's acceptance of such Consent Instructions
pursuant to the Consent Solicitation.
It is a term of the Consent Solicitation that Consent Instructions are
irrevocable, subject to applicable law and the provisions of the relevant
Trust Deed.
Indicative Timetable
The following table sets out the expected dates and times of the key events
relating to the Consent Solicitation. The times and dates below are
indicative only and are subject to change, including as a result of market
conditions.
Event Time and Date
Commencement of the Consent Solicitation 24 June 2022
The Consent Solicitation is announced.
The Memorandum becomes available from the Information and Tabulation Agent.
Record Date 1 July 2022
Effective Time
The Issuer anticipates that, promptly after the receipt of the Requisite The time at which the Requisite Consents have been obtained (which, for the
Consents at or prior to the Consent Deadline, it will give notice by way of an avoidance of doubt, may be at or prior to the Consent Deadline).
officer's certificate to the Trustee that the Requisite Consents have been
achieved.
Consent Results Announcement
Announcement that the Requisite Consents to implement the Proposals have been As soon as reasonably practicable after the Effective Time.
obtained and, accordingly, each Written Resolution has been passed.
Consent Deadline 4 July 2022 (12:00 p.m. (London time))
The final deadline for the Noteholders to submit their Consent Instructions.
The Consent Solicitation will be terminated on the Consent Deadline.
However, if the Requisite Consents have not been achieved at or prior to the
Consent Deadline, as soon as reasonably practicable after such Consent
Deadline, the Issuer will announce whether it will terminate, extend or
re-open the Consent Solicitation (in each case, subject to applicable law and
the provisions of the Trust Deed).
Proposals Effectiveness Announcement
Announcement that the Proposals have come into effect. As soon as reasonably practicable upon execution of the Amendment Documents.
Unless stated otherwise, announcements in connection with the Consent
Solicitation will be made by publication through the website of the London
Stock Exchange and by the delivery of notices to the Clearing Systems for
communication to Noteholders. Copies of all announcements, notices and press
releases are available on the Consent Solicitation Website and can also be
obtained from the Information and Tabulation Agent, whose contact details are
on the last page of the Memorandum. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Noteholders are urged
to contact the Information and Tabulation Agent for the relevant announcements
during the course of the Consent Solicitation. In addition, Noteholders may
contact the Investor Relations Department of PJSC Polyus for information at
the email address or on the telephone number on the last page of the
Memorandum.
Questions and requests for assistance in connection with the delivery of
Consent Instruction may be directed to the Information and Tabulation Agent.
Information and Tabulation Agent:
i2 Capital Markets Ltd
Kemp House, 160 City Road
London, ECV 2NX, United Kingdom
Email: info@i2capmark.com (mailto:info@i2capmark.com)
Phone: +44 203 633 1212
Consent Solicitation Website:
https://i2capmark.com/event-details/59/Holder/polyus-finance-plc
(https://i2capmark.com/event-details/59/Holder/polyus-finance-plc)
Questions and requests for assistance in connection with the Consent
Solicitation may also be directed to the Investor Relations Department of PJSC
Polyus.
PJSC Polyus
Investor Relations
3 bldg 1, Krasina St., Moscow, 123056, Russia
Email: ir@polyus.com (mailto:ir@polyus.com)
Phone: +7 495 641 33 77
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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