REG-Polymetal International plc Polymetal: Proposed re-domiciliation to the AIFC (Кazakhstan) and notice of General Meeting

Polymetal International PKAnnouncement

10/05/2023 07:15

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   Polymetal International plc (POLY)
   Polymetal: Proposed re-domiciliation to the AIFC (Кazakhstan) and notice
   of General Meeting

   10-May-2023 / 09:00 MSK

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   Release time IMMEDIATE                            LSE, MOEX, AIX: POLY
   Date         10 May 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 re-domiciliation to the AIFC  (Кazakhstan) and notice of  General
   Meeting.

   Polymetal International plc  (“Polymetal”, the “Company”  or the  “Group”)
   announces today its intention to  re-domicile to the Astana  International
   Financial Centre (“AIFC”) in Kazakhstan,  which is subject to  shareholder
   approval. An  explanatory  shareholder  circular  and  notice  of  General
   Meeting will be published shortly. 

   “Today we are asking for support  from our shareholders for the  Company’s
   proposed re-domiciliation to the AIFC which  the Board and I believe is  a
   necessary  and  critical  first  step  to  preserve  Polymetal’s  business
   continuity and restore shareholder value in the current environment.

   As a consequence of the re-domiciliation,  our shares will not be able  to
   meet the basic requirements to maintain trading in London. While the Board
   and the management team  have explored all  potential options to  maintain
   the listing and trading  on the LSE,  none of these  options proved to  be
   available at present or viable in the  long term. As a result, absent  any
   alternative options, we are forced to seek a suspension of trading on  the
   LSE  upon  re-domiciliation  and  will  continue  to  pursue  an   orderly
   cancellation of our listing.  Following the re-domiciliation, our  primary
   listing will shift to the AIX.

   The Board and our management team are committed to making every effort  to
   guide our  shareholders  through  the  upcoming  changes  as  smoothly  as
   possible and minimise the disadvantages of leaving the LSE.

   The Board is of the view  that all the proposed resolutions in  connection
   with the re-domiciliation are in the best interests of the Company and its
   stakeholders, and encourage shareholders  to vote in  favour. If they  are
   passed, it will  allow the Company  to remove  the burden of  a number  of
   significant restrictions  and open  the way  for further  value-generating
   corporate actions”,  said  Vitaly  Nesis, Group  CEO,  commenting  on  the
   proposed re-domiciliation.

   Background

   Since the beginning of the  Russia-Ukraine conflict in February 2022,  the
   US, the UK  and the EU  (and other nations,  such as Canada,  Switzerland,
   Australia, Japan and,  relevant to  the Company, the  Crown Dependency  of
   Jersey) have  each  progressively  imposed sanctions  on  certain  Russian
   persons, entities and sectors.

   Russia has  adopted  its  own  set  of  counter-sanctions  measures.  Such
   measures  include  the   sanctioning  of  persons   and  entities   within
   jurisdictions on  the  “Unfriendly  Countries  List”  under  Russian  law.
   Specifically,  on  7  March  2022  Jersey  was  included  on  such   list.
   Consequently,  the   Company,   being   established   in   an   Unfriendly
   Jurisdiction, is currently subject to Russian counter-sanctions measures.

   These sanctions have had  an impact on  the operations of  the Group as  a
   whole. The designation of Jersey as an “Unfriendly Jurisdiction” therefore
   places a significant restriction  on the ability of  the Company to  carry
   out  customary  corporate  activity  with  its  Russian  operations   and,
   moreover, places  a significant  risk on  the continued  existence of  the
   Group in its current form.

   The Group  complies  rigorously  with all  relevant  legislation  and  has
   implemented comprehensive measures to observe all applicable sanctions.

   Re-domiciliation

   In response to the situation, the  Board has been considering whether  the
   best interests of the Company and Shareholders could continue to be served
   whilst  the  Company’s  international  headquarters  are  incorporated  in
   Jersey.

   The Board has  considered alternative  jurisdictions to  Jersey where  the
   Company's headquarters could be re-located, which is not designated as  an
   Unfriendly Jurisdiction and which has some nexus to the operations of  the
   Group.

   Today, the  Board  is asking  for  the  approval of  the  Shareholders  to
   re-domicile the Company from Jersey to the AIFC in Kazakhstan.

   The Board has considered various alternatives to the Re-domiciliation, and
   various alternatives  to  the  AIFC,  including  the  Dubai  International
   Financial Centre, the Abu Dhabi Global Market, and Hong Kong. The Board is
   of the view that the Re-domiciliation is a necessary and critical step  to
   preserve shareholder value.  In determining that  the Re-domiciliation  to
   the AIFC is the  preferred alternative, the principal  focus of the  Board
   has been on the removal  of as many Russian counter-sanction  restrictions
   as possible, in a legal forum that offers shareholders as much  similarity
   to the status  quo as possible.  The ability to  migrate the Company  with
   continuing assets and liabilities, rather than the need to establish a new
   corporate structure,  was also  a determining  factor such  that any  such
   migration would be in conformity with Russian counter-sanctions measures.

   Implementation of the Re-domiciliation will  result in the removal of  the
   Company from the  Jersey Register  of Companies  and the  transfer of  the
   Company by way of continuation to, and its registration in, the AIFC.

   The decision of  the Board to  effect the Re-domiciliation  is subject  to
   shareholder approval. Further  information on the  Re-domiciliation and  a
   notice of  General  Meeting is  set  out  in a  shareholder  circular,  as
   outlined below.

   Subject to the  passing of  the Resolutions  and the  satisfaction of  all
   conditions, the adoption of a set of New Articles in a form compliant with
   the laws of the AIFC will take effect from registration of the Company  in
   the AIFC.

   Impact of the Re-domiciliation on the London Listing

   The Re-domiciliation, if  approved, will  result in the  inability of  the
   Company to  meet certain  basic requirements  for the  Ordinary Shares  to
   continue to be admitted to trading on the Main Market of the London  Stock
   Exchange.

   The Company  has  otherwise attempted  to  meet such  requirements,  using
   depository interests or depositary receipts. Specifically, the Company has
   attempted to secure the  services of both  a depository interest  provider
   and a depositary receipts provider such  that CREST members would be  able
   to continue to  hold interests in  Ordinary Shares in  CREST. Whilst  this
   process has  been  ongoing  since  late  2022, as  at  the  date  of  this
   announcement  the  Company  has  been  unable  to  secure  such  services.
   Providers  have  either   been  unable  or   unwilling  to  provide   such
   arrangements or where a provider has been able to engage with the Company,
   they have been unwilling to commit to maintain such services with  respect
   to the Group for the longer-term where, for example, a change in its asset
   holding structure may occur subsequently. The Board is conscious that  any
   mitigation action pursued in  this respect should not  be of a  short-term
   nature or result in further difficulties in unwinding such operations at a
   later date.

   Consequently, if  the Resolutions  are passed,  the Re-domiciliation  will
   result in the cessation of clearing through CREST and although the Company
   continues to engage with the FCA  in respect of an orderly termination  of
   the London Listing,  until such  time that  the Company  will receive  its
   approval, the Company will apply to the FCA and/or LSE, as applicable,  to
   suspend the London Listing  which the Board expects  to be a precursor  to
   the termination of the London Listing.

   Whether or  not  the London  Listing  is eventually  terminated,  and  its
   timing, cannot  be assured  and the  Ordinary Shares  may continue  to  be
   suspended on the LSE for a prolonged period of time.

   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
   Effective Date.

   Subject to the  passing of  the Resolutions, and  following the  Effective
   Date,  the  Board   currently  expects  to   progress  further   potential
   modifications to the asset holding structure of the Group by jurisdiction.
   No decision has  been taken as  yet by  the Company with  respect to  such
   potential modifications and, consequently, the approval of Shareholders in
   favour of  the  Re-domiciliation,  and its  completion,  does  not  assure
   Shareholders that a change of holding structure will subsequently occur or
   be recommended to Shareholders for their approval.

   General Meeting

   The decision of the Board to effect the Re-domiciliation, which is subject
   to shareholder approval, has not been taken lightly.

   The  counter-sanctions   against  entities   incorporated  in   Unfriendly
   Jurisdictions (as well as risks of further counter-sanctions which may  be
   imposed) are significant, as are  the penalties for breach, severely  risk
   the continued existence  of the Group  in its current  form and limit  the
   Company’s ability to perform any type of corporate restructuring.

   Under relevant Jersey and AIFC laws, the Re-domiciliation and adoption  of
   the New Articles are required to be approved by special resolution of  the
   Shareholders at a general meeting of the Company.

   The Company is convening a general meeting for 11 a.m. BST on 30 May  2023
   at the  offices  of  etc.venues,  8 Fenchurch  Pl,  London  EC3M  4PB  for
   shareholders to consider and, if thought fit, pass the Resolutions.

   Shareholder Circular

   The Company will shortly publish a shareholder circular (the “Circular”).

   Shareholders are  urged  to  read the  Circular  as  a whole  and  in  its
   entirety.

   The Circular contains further information on the proposed Re-domiciliation
   to the  AIFC,  the adoption  of  New  Articles, the  consequences  of  any
   suspension, and potential later termination  of the London Listing, and  a
   notice of General Meeting.

   The Board considers that the Resolutions proposed at the upcoming  General
   Meeting in order to effect the Re-domiciliation are in the best  interests
   of the Company  and its Shareholders  as a whole.  Accordingly, the  Board
   unanimously recommends Shareholders to vote in favour of the Resolutions.

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

   The 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 Circular will also be available at the
   Company's                                                         website:
    2 https://www.polymetalinternational.com/en/investors-and-media/.

   The Company will launch a  microsite for the Re-domiciliation later  today
   available                                                              at:
    3 https://www.polymetalinternational.com/en/re-domiciliation-agm/,  which
   will include  all the  key information  for shareholders,  including  this
   announcement, a copy of  the Circular and a  document of Frequently  Asked
   Questions. Shareholders may also contact  the Company using the  dedicated
   shareholder      helpline:       +44      20       3576      2741       or
    4 redom@polymetalinternational.com.

   Timetable

   The expected timetable for the Re-domiciliation is as follows  (references
   to times  in this  Document are  to British  Summer Time  (“BST”),  unless
   otherwise stated):

     • Publication of the Circular       10 May 2023
     • Latest time and date for receipt of  Forms of Proxy     11 a.m. on  25
       May 2023
     • General Meeting         11 a.m. on 30 May 2023
     • Announcement of results of General Meeting     30 May 2023
     • Notification to the Company's creditors informing them of the proposed

   continuation of the Company in the AIFC      31 May 2023

     • Submission of application to the Jersey Financial Services Commission

   requesting permission to continue operating in the AIFC    by 22 June 2023

     • Receipt of  conditional consent  from  the Jersey  Financial  Services
       Commission

    for the Company to continue operating in the AIFC     by 6 July 2023

     • Receipt of consent from the AFSA for the Company to continue operating
       in the

   AIFC          by 17 July 2023

     • Receipt of  unconditional  consent  and formal  certificate  from  the
       Jersey

   Registrar of Companies for the Company  to continue operating in the  AIFC
    by 17 July 2023

     • Expected date of  request to the  FCA and/or the  LSE, as  applicable,
       with

   respect to any London Suspension      17 July 2023

     • Effective Date         17 July 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.

   Analyst & Investor Briefing

   The Company will  be hosting  an Analyst  and Investor  Briefing today  at
   10:00 BST  (12:00  Moscow time,  15:00  Astana  time) at  the  offices  of
   etc.venues, 8 Fenchurch Pl, London EC3M 4PB.

   At the  event, Vitaly  Nesis,  Group CEO,  and  Maxim Nazimok,  CFO,  will
   further discuss  the proposed  Re-domiciliation to  the AIFC,  as well  as
   discuss the production results for the  first quarter of 2023, which  were
   also announced this morning.

   To join the video webcast please follow the link:

    5 https://event.on24.com/wcc/r/4215044/57F84C60B29C3706B85933B505CAF446.

   Webcast participants  will be  able  to ask  questions  via live  chat.  A
   recording of the event will be available at the webcast link above and  on
   the Company’s website soon after the event.

   Enquiries

       Investor Relations
   Polymetal         6 ir@polymetalinternational.com
   Evgeny Monakhov  +44 20 7887 1475 (UK)
   Kirill Kuznetsov +7 717 261 0222 (Kazakhstan)
                    +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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   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.:   242497
   EQS News ID:    1628641


    
   End of Announcement EQS News Service

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    7 fncls.ssp?fn=show_t_gif&application_id=1628641&application_name=news&site_id=reuters9

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1628641&site_id=reuters9&application_name=news
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d270cd8df54d86279b4b483847134936&application_id=1628641&site_id=reuters9&application_name=news
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=92903457cfc071543651699c1366e4c2&application_id=1628641&site_id=reuters9&application_name=news
   4. mailto:redom@polymetalinternational.com
   5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=a4ae5d833c7fe5eceacbd760c0111ea8&application_id=1628641&site_id=reuters9&application_name=news
   6. mailto:ir@polymetalinternational.com


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