REG-Polymetal International plc Polymetal: Offer to exchange certain shares currently affected by the EU asset freeze on NSD and Notice of General Meeting

Polymetal International PKAnnouncement

22/09/2022 07:15

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Polymetal International plc (POLY)
Polymetal: Offer to exchange certain shares currently affected by the EU asset freeze on NSD and
Notice of General Meeting

22-Sep-2022 / 09:01 MSK
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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Release time IMMEDIATE                             LSE, MOEX, AIX: POLY
Date         22 September 2022                               ADR: AUCOY
                                                    

Polymetal International plc

  Offer to exchange certain shares currently affected by the EU asset freeze on NSD and Notice of
  General Meeting

Polymetal announces  its  intention to  conduct  an offer  to  exchange certain  eligible  shares  in
consideration for certificated  shares, subject to  shareholder approval at  a General Meeting  which
will be held at 10 am (BST) on Wednesday 12 October 2022 at etc.venues Fenchurch Street, 8  Fenchurch
Pl, EC3M 4PB, London.

On 3  June 2022,  the EU  imposed  sanctions on  the National  Settlement Depository  (“NSD”),  which
effectively blocked the operations between Euroclear and NSD. Euroclear is the operator of CREST, the
relevant  system  for  paperless  settlement  of  share  transfers  and  the  holding  of  shares  in
uncertificated form.

As a result  of the  sanctions, shareholders who  hold their  shares through NSD  (which the  Company
estimates to be, in aggregate,  approximately 22% of the Company's  issued share capital), have  been
unable to receive dividends and/or take part in any corporate actions of the Company.

On 23 June 2022, the Board announced that it was consulting with its legal advisors and regulators to
confirm the outcome  of sanctions imposed  by the  EU and evaluate  measures that could  be taken  to
re-enfranchise shareholders affected by the sanctions  in order to restore their respective  economic
and voting rights in the Company. The Company  has sought potential solutions that would ensure  that
such measures do not affect the rights attached to Ordinary Shares held by all other shareholders  in
all respects. Until a solution is found, the Board  is not minded to propose any corporate action  or
dividend in which such a sizeable proportion of the Company’s shareholder base cannot participate.

Today, the Board announces  its intention to  conduct an exchange offer.  The exchange offer  invites
shareholders whose rights have been affected by  the sanctions imposed on NSD, subject to  fulfilling
eligibility criteria, to  tender such  shares for  exchange in consideration  for the  issuance of  a
certificated share, on a one-for-one basis.

Eligible shareholders who successfully participate in the exchange offer will regain the enjoyment of
their rights  in the  Company, albeit  where  such rights  are evidenced  in certificated  form.  The
certificated shares will have the same rights and ISIN as, and be fungible with, the Ordinary  Shares
in all respects, including ranking equally for dividends.

At this  time, due  to  restrictions imposed  by  securities laws  and  sanctions applicable  to  the
jurisdictions in which  the Company  operates, the Board  is unable  to extend this  facility to  all
shareholders affected  by  the imposition  of  such  sanctions. Specifically,  shareholders  who  are
resident in, incorporated in, established in, or  citizens of, Russia (including those with a  second
citizenship outside Russia) will not be eligible to participate in the exchange offer.  Consequently,
the Board  understands that  approximately 11%  of  the Company's  issued share  capital may  not  be
eligible for exchange under the Exchange Offer.

Under relevant Jersey laws, the manner in which  the Exchange Offer is being conducted, requires  the
approval in general meeting of shareholders. The  exchange offer is therefore subject to the  passing
of all  relevant resolutions,  at a  General Meeting  of the  Company, by  the shareholders  who  are
eligible to vote on the resolutions. Shareholders from whom shares are exchanged are not entitled  to
vote those shares on certain of the resolutions, however, with respect to those resolutions, they are
entitled to vote any shares that are not exchanged in the exchange offer.

All resolutions for consideration at the General Meeting will be decided on a poll rather than a show
of hands.  Shareholders  are strongly  encouraged,  regardless of  the  number of  shares  owned,  to
complete, sign and return  the Form of Proxy  appointing the Chair of  the General Meeting as  proxy.
This will ensure that the vote is counted even if the shareholder is unable to attend.

The Directors consider  that the  Exchange Offer  is in the  best interests  of the  Company and  its
Shareholders as a  whole. Accordingly, the  Directors unanimously recommend  shareholders to vote  in
favour of the resolutions.

Further details of the exchange offer can be found in the combined shareholder circular and notice of
General Meeting (the "Circular"), which has been published today.

The following documents have been posted or made available to shareholders today:

  • The Circular;
  • The Tender Form;
  • Form of Proxy for the General Meeting; and
  • Notice of Availability.

The expected timetable for the General Meeting and Exchange Offer is as outlined below: 

            2022

Exchange Offer opens 22 September

Latest time and date for receipt of tender forms and

accompanying documentation by 4 p.m. on 6 October

Exchange Offer closes  4 p.m. on 6 October

Record Date for the Exchange Offer 5 p.m. on 6 October

Latest time and date for receipt of Proxy forms1  by 10 a.m. on 10 October

General Meeting   10 a.m. on 12 October

Announcement of results of General Meeting   12 October

Notification to participating shareholders of any other information required           13 October

Response to additional information requests of the Company  by 4 p.m. on 20 October

Notification to participating shareholders of successful tenders  13 October to 11
November                

Latest time for completion of individual exchanges up to 18 November

Announcement of results of each exchange up to 21 November

 

The above times and/or dates  may be subject to change  by the Company and in  the event of any  such
change, the revised times and/or dates will be notified to shareholders by an announcement through  a
Regulatory Information Service.

References to times in this announcement are to British Summer Time.

(1) CREST  members and,  where  applicable, their  CREST sponsors  or  voting service  providers  are
referred, in particular, to those sections of the CREST Manual concerning practical limitation of the
CREST system and timings and to the relevant website at  1 www.euroclear.com.

Unless otherwise defined herein, defined terms have the same meaning as defined in the Circular.

In accordance with Listing Rule 9.6.1R,  a copy of the Circular and  the Proxy Form in unedited  full
text have been  submitted to the  Financial Conduct Authority  and will shortly  be available on  the
National Storage Mechanism at  2 https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Copies of all the above documents are also available on the Company's website at
 3 https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/

The Company has published FAQs on its website which can be found at:
 4 https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/

Enquiries

    Media                            Investor Relations      
FTI Consulting                   Polymetal               5 ir@polymetalinternational.com

Leonid Fink     +44 20 3727 1000 Evgeny Monakhov        +44 20 7887 1475 (UK)
                                 Timofey Kulakov
Viktor Pomichal                  Kirill Kuznetsov       +7 812 334 3666 (Russia)

 

 

                                     FORWARD-LOOKING STATEMENTS

 

This release may include statements that are,  or may be deemed to be, “forward-looking  statements”.
These forward-looking statements speak  only as at  the date of  this release. These  forward-looking
statements can  be  identified  by  the  use of  forward-looking  terminology,  including  the  words
“targets”, “believes”, “expects”, “aims”, “intends”,  “will”, “may”, “anticipates”, “would”,  “could”
or “should”  or similar  expressions  or, in  each case  their  negative or  other variations  or  by
discussion  of   strategies,  plans,   objectives,  goals,   future  events   or  intentions.   These
forward-looking statements all include matters that are  not historical facts. By their nature,  such
forward-looking statements involve known and unknown risks, uncertainties and other important factors
beyond the company’s control that could cause the actual results, performance or achievements of  the
company to be  materially different  from future results,  performance or  achievements expressed  or
implied by such  forward-looking statements. Such  forward-looking statements are  based on  numerous
assumptions regarding the  company’s present and  future business strategies  and the environment  in
which the company will operate in the future. Forward-looking statements are not guarantees of future
performance. There are many  factors that could  cause the company’s  actual results, performance  or
achievements to  differ materially  from  those expressed  in  such forward-looking  statements.  The
company expressly disclaims any obligation or undertaking to disseminate any updates or revisions  to
any forward-looking statements contained herein to  reflect any change in the company’s  expectations
with regard thereto or any change in events, conditions or circumstances on which any such statements
are based.

 

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   ISIN:           JE00B6T5S470
   Category Code:  CIR
   TIDM:           POLY
   LEI Code:       213800JKJ5HJWYS4GR61
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   189701
   EQS News ID:    1447801


    
   End of Announcement EQS News Service

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