REG-Polymetal International plc Polymetal: Proposed cancellation of listing on the Official List and from trading on the London Stock Exchange and notice of General Meeting

Polymetal International PKAnnouncement

10/07/2023 17:00

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   Polymetal International plc (POLY)
   Polymetal: Proposed cancellation of listing on the Official List and from
   trading on the London Stock Exchange and notice of General Meeting

   10-Jul-2023 / 18:55 MSK

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   Release time IMMEDIATE                            LSE, MOEX, AIX: POLY
   Date         10 July 2023                                   ADR: AUCOY
                                                      

   NOT FOR RELEASE, PUBLICATION OR  DISTRIBUTION, DIRECTLY OR INDIRECTLY,  IN
   WHOLE OR IN PART IN,  INTO OR FROM ANY JURISDICTION  WHERE TO DO SO  WOULD
   CONSTITUTE A  VIOLATION  OF  THE  RELEVANT LAWS  OR  REGULATIONS  OF  THAT
   JURISDICTION.

   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF  ARTICLE
   7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT  TO
   THE MARKET  ABUSE (AMENDMENT)  (EU EXIT)  REGULATIONS (SI  2019/310)  ("UK
   MAR").

   Polymetal International plc

   Proposed cancellation of listing on the Official List and from trading  on
   the London Stock Exchange and notice of General Meeting

   Polymetal International plc  (“Polymetal”, the “Company”  or the  “Group”)
   announces today its intention  to cancel its listing  on the London  Stock
   Exchange, subject  to  shareholder approval.  An  explanatory  shareholder
   circular and notice of General Meeting will be published later today. 

   Background

   On 10 May  2023, the  Company announced  its intention  to redomicile  the
   Company from Jersey  to the AIFC  in Kazakhstan (the  “Re-domiciliation”),
   and published a shareholder  circular and notice  of general meeting  (the
   “Re-domiciliation Circular”). On 30  May 2023, the Shareholders  supported
   the  recommendation   of  the   Board   and  voted   in  favour   of   the
   Re-domiciliation.

   In the Re-domiciliation Circular, the Board explained the reason for  this
   recommendation and the impact on the Company’s current London Listing. The
   Re-domiciliation  Circular  explained  that,  from  the   Re-domiciliation
   Expected Date,  the Ordinary  Shares  would cease  to be  compatible  with
   electronic  settlement  within  CREST  and  consequently  result  in   the
   inability of the Company  to meet certain  basic requirements to  maintain
   the London  Listing. As  a result,  the Re-domiciliation  necessitates  an
   orderly termination of the London Listing.

   The Board also explained that it would continue its efforts to obtain  FCA
   approval of  a shareholder  circular  for the  termination of  the  London
   Listing, as is required under the UK Listing Rules. The Company has indeed
   made progress with the FCA since the date of the Re-domiciliation Circular
   and has obtained the necessary approval of the FCA for the publication  of
   this Document. The Date of the  London De-listing is expected to be  after
   the Re-domiciliation  Expected Date.  Therefore, if  the  Re-domiciliation
   proceeds, the Company will apply to the FCA and/or the LSE, as applicable,
   to suspend the London Listing on the Re-domiciliation Expected Date.

   As clarified by the Company earlier today,

     • the Re-domiciliation will not  occur prior to  the week commencing  31
       July 2023;
     • there is no scheduled date for the suspension of listing or trading of
       the Company’s shares;
     • the Company’s  shares  continue  to  be traded  on  the  London  Stock
       Exchange and will continue until further announcement; and
     • any further announcement  will not contemplate  a suspension prior  to
       the week commencing 31 July 2023.

   Thereafter,  the   London  Listing   will   remain  suspended   from   the
   Re-domiciliation Effective Date until the Date of the London De-listing.

   Today the Board is asking  for Shareholders’ approval of the  cancellation
   of the Company’s admission to the premium listing segment of the  Official
   List maintained by the FCA and admission to trading on the Main Market  of
   the London Stock Exchange (the “London De-listing”).

   Subject to shareholder approval and  following the London De-listing,  the
   Ordinary Shares will continue to be listed on the Official List of the AIX
   and admitted to trading on the AIX (which shall become the primary listing
   venue of the Company)  and continue to  be traded on  the MOEX, but  there
   will be no public market for the Ordinary Shares on the Main Market of the
   London Stock Exchange.

   In order  to provide  the  Shareholders with  greater optionality  in  the
   trading  of  Ordinary  Shares,   the  Company  continues  to   investigate
   additional listing venues to support  liquidity. Whilst progress has  been
   made, any  such  listings  are  subject to  the  review  and  approval  of
   eligibility by the relevant competent authority and subject to  compliance
   with any  ongoing sanctions  requirements. Accordingly,  there can  be  no
   assurance that any such venue is agreed upon prior to or after the Date of
   the London De-listing.

   As announced  by  the  Company on  5  June  2023, that  in  light  of  the
   designation by the  U.S. Department of  State of JSC  Polymetal on 19  May
   2023, and in the interests of preserving shareholder value, the Board  and
   the Special  Committee  have  decided to  consider  all  possible  options
   available for  divestment  of  JSC Polymetal  and  its  subsidiaries.  Any
   potential  transaction  will  be  subject  to  receipt  of  any   required
   corporate,  governmental  and  regulatory  approvals,  in  all  applicable
   jurisdictions, as necessary. In this connection, the Board is hopeful that
   the potential divestment of JSC Polymetal will be a positive step  towards
   a potential re-listing  of the  Group on  the London  Stock Exchange,  and
   potential listing  on  alternative venues,  through  whatever  instruments
   (shares,  depository  interests  or  depositary  receipts)  that  may   be
   available to it. Any such potential application to re-list, or list, would
   be subject to the review and approval of eligibility by the FCA, or  other
   relevant competent authority, and subject  to compliance with any  ongoing
   sanctions requirements.

   The Company and the Group continue to comply rigorously with this and  all
   relevant legislation and has  extensive measures in  place to observe  and
   comply with all applicable  international sanctions. The Company  confirms
   that no actions, including  the actions required  to implement the  London
   De-listing, will be taken which violate  any sanctions which apply to  the
   Company and the Group.

   Any Shareholder who is in any doubt as to the sanctions to which it is  or
   they may be subject or who is unaware of the application of such sanctions
   to the  actions  of  such  Shareholder  in  connection  with  this  London
   De-listing should consult an appropriate professional adviser.

   General Meeting

   The Board considers that the London De-listing is in the best interests of
   the Company  and  its Shareholders  as  a whole.  Accordingly,  the  Board
   unanimously recommend  Shareholders  to  vote  in  favour  of  the  London
   De-listing Resolution.

   Under the  UK Listing  Rules,  the London  De-listing  is required  to  be
   approved by  a  majority of  not  less than  75  per cent.  of  the  votes
   attaching  to  the  Ordinary  Shares   voted  on  the  London   De-listing
   Resolution. As  such, the  Company is  seeking Shareholder  Approval  with
   respect to the  London De-listing.  The Company is  convening the  General
   Meeting for  10 a.m.  on 28  July 2023  at the  offices of  etc.venues,  8
   Fenchurch Pl, London EC3M  4PB to consider and,  if thought fit, pass  the
   London De-listing Resolution.

   Shareholder Circular

   The Company will be publishing  a shareholder circular later today,  which
   will be made  available to  Shareholders shortly  (the “London  De-listing
   Circular”).

   Shareholders are urged to read the  London De-listing Circular as a  whole
   and in its entirety.

   The London De-listing Circular contains further information on the  London
   De-Listing and a notice of General Meeting.

   Unless  otherwise   defined   herein,  capitalised   terms   within   this
   announcement have the  same meaning  as defined in  the London  De-listing
   Circular.

   The London De-listing Circular will  be submitted to the National  Storage
   Mechanism           and           available           shortly           at
    1 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

   A copy of this announcement and  the London De-listing Circular will  also
   be        available        at        the        Company's         website:
    2 https://www.polymetalinternational.com/en/investors-and-media/.

   The            Company             has             a             microsite
    3 https://www.polymetalinternational.com/en/re-domiciliation-agm/   which
   includes  all  the  key  information  for  shareholders,  including   this
   announcement, a copy of the London  De-listing Circular and a document  of
   Frequently Asked Questions  which will be  updated shortly, following  the
   publication of the London De-listing Circular.

   Shareholders may also contact the Company using the shareholder  helpline:
   +44 20 3576 2741 or  4 redom@polymetalinternational.com.

   Timetable

   Publication of the London De-listing Circular  10 July 2023

   Latest time and date for receipt of Forms of Proxy 10 a.m. on 26 July 2023

   General Meeting      10 a.m. on 28 July 2023

   Announcement of results of General Meeting   28 July 2023

   Re-domiciliation Expected Date    no earlier than week commencing 31  July
   2023

   Cancellation of listing of Ordinary Shares

   on the Official List  of the FCA becomes  effective  no earlier than  8:00
   a.m. on 29 August 2023

   Date of the London De-listing    no earlier than 29 August 2023

   The above times and/or dates are 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.

   The  Company  will  give  at  least  20  Business  Days’  notice  by   RIS
   announcement of the date that  the cancellation will become effective  and
   the earliest date  the cancellation  can become effective  is 20  Business
   Days from the passing of the  London De-listing Resolution at the  General
   Meeting.

   Enquiries

       Investor Relations
   Polymetal International plc  5 ir@polymetalinternational.com
   Evgeny Monakhov             +44 20 7887 1475 (UK)
   Kirill Kuznetsov            +7 717 261 0222 (Kazakhstan)

    

                           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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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:           JE00B6T5S470
   Category Code:  MSCH
   TIDM:           POLY
   LEI Code:       213800JKJ5HJWYS4GR61
   OAM Categories: 2.2. Inside information
   Sequence No.:   256671
   EQS News ID:    1676665


    
   End of Announcement EQS News Service

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    6 fncls.ssp?fn=show_t_gif&application_id=1676665&application_name=news&site_id=refinitiv

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1676665&site_id=refinitiv&application_name=news
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d270cd8df54d86279b4b483847134936&application_id=1676665&site_id=refinitiv&application_name=news
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=92903457cfc071543651699c1366e4c2&application_id=1676665&site_id=refinitiv&application_name=news
   4. mailto:redom@polymetalinternational.com
   5. mailto:ir@polymetalinternational.com


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