REG-Polymetal International plc Polymetal: Update on the Russian-registered JSC Polymetal

Polymetal International PKAnnouncement

22/05/2023 07:15

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   Polymetal International plc (POLY)
   Polymetal: Update on the Russian-registered JSC Polymetal

   22-May-2023 / 09:00 MSK

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   Release time IMMEDIATE                             LSE, MOEX, AIX: POLY
   Date         22 May 2023                                     ADR: AUCOY
                                                       

   Polymetal International plc

   Update on the Russian-registered JSC Polymetal

   Polymetal International  plc  (the  “Company” or  “Polymetal”)  wishes  to
   provide an update and clarify the position on the designation by the  U.S.
   Department of State of JSC Polymetal (AO Polymetal) on 19 May 2023.

   On 19 May 2023, the U.S. Department of State designated JSC Polymetal  (AO
   Polymetal), the Company’s subsidiary  in the Russian Federation,  pursuant
   to Executive Order 14024 for operating in the metals and mining sector  of
   the Russian economy. As  a result of this  designation, JSC Polymetal  has
   been added to the Specially Designated Nationals and Blocked Persons  List
   (“SDN List”) and  U.S. persons  are prohibited from  transacting with  JSC
   Polymetal and  any entities  that are  owned, directly  or indirectly,  50
   percent or  more,  by  JSC  Polymetal,  including  its  Russian-registered
   subsidiaries.

   JSC Polymetal is a legal entity registered in the Russian Federation which
   acts, amongst other things, as the holding company for the Group’s  assets
   located in  the  Russian  Federation.  JSC Polymetal  does  not  have  any
   operations outside of the Russian Federation.

   For the avoidance of  doubt, there is no  prohibition on dealings by  U.S.
   persons or otherwise  with the Company,  its non-blocked subsidiaries,  or
   non-blocked affiliates, i.e., with any subsidiaries and affiliates of  the
   Company outside the Russian Federation, to the extent such dealings do not
   involve, directly  or  indirectly, any  blocked  person, any  interest  in
   property  of  any  blocked  person,  or  any  other  activities  otherwise
   prohibited pursuant to  any OFAC sanctions  authorities or other  relevant
   authority.

   The Office  of  Foreign Assets  Control  of  the U.S.  Department  of  the
   Treasury (“OFAC”) has expressly stated, through the issuance of a specific
   FAQ ( 1 https://ofac.treasury.gov/faqs/1129), that the blocking sanctions,
   issued on 19 May  2023, apply only to  JSC Polymetal and certain  entities
   owned by JSC Polymetal as set out above. This statement by OFAC also makes
   clear that neither the  Department of State nor  OFAC have designated  the
   Company (being Polymetal International  plc as the  parent company of  JSC
   Polymetal), or its non-Russian subsidiaries.

   OFAC has also stated within this FAQ that, based on information  available
   to OFAC, “Polymetal International PLC is  not owned 50 percent or more  by
   blocked persons  or  otherwise  considered the  blocked  property  of  any
   blocked  persons”.  As   a  result,  the   Company  and  its   non-Russian
   subsidiaries are NOT subject to blocking sanctions.

   Neither the Company, its subsidiaries nor its affiliates are designated as
   sanctions targets of the UK  or the EU, with  the exception solely of  the
   Company’s Russian  subsidiaries that  are targeted  by the  OFAC  blocking
   sanctions outlined above.

   The Company and the board of directors (the "Board"), which is composed of
   a majority  of independent  non-executive  directors, have  had  extensive
   discussions since the announcement  of the U.S.  designation and over  the
   weekend to determine  the necessary  actions required to  ensure full  and
   comprehensive compliance with the imposed sanctions. The Board, acting  in
   accordance with  the  Company’s articles  of  association, has  set  up  a
   special committee comprising solely of independent non-executive directors
   to ensure that the external challenges facing the Company are addressed in
   the  best  interests   of  the   Company,  its   shareholders  and   other
   stakeholders. The Company  and the  Board continue to  work with  external
   legal advisers to assess the impact of the designation of JSC Polymetal on
   the Company and the  Group, and to ensure  that the Group’s operations  in
   Kazakhstan remain unaffected by these sanctions. The Company and the Board
   intends to continue seeking legal advice and will fully cooperate with the
   relevant authorities throughout this process.

   The Company and the Board take sanctions compliance very seriously and are
   fully committed to ensure rigorous compliance with all applicable laws and
   regulations, including U.S. sanctions.

   The special  committee  of  the  Board, the  Board  and  the  Company  (as
   appropriate) intends to provide an update regarding the ongoing assessment
   of these  matters in  two  weeks, save  for  any material  information  or
   developments which may require a sooner announcement.

   General Meeting

   The Company remains committed to  pursue its re-domiciliation to the  AIFC
   and further explore opportunities to restore shareholder value,  including
   any  separation  by  jurisdiction  of  the  Group’s  assets,  as  soon  as
   practicable, following the re-domiciliation, subject always to  compliance
   with all applicable laws, including sanctions and counter-sanctions.

   For the avoidance of doubt, the latest time and date for receipt of  proxy
   forms and the time and date of the General Meeting remains unchanged.  The
   General Meeting to  be convened  in connection  with the  re-domiciliation
   will be held at  11 a.m. on 30  May 2023 at the  offices of etc.venues,  8
   Fenchurch Pl, London EC3M 4PB.

   The Company has clearly  stated in the related  circular (published on  10
   May 2023)  (the  "Circular")  that  the  re-domiciliation  is  unanimously
   recommended  by  the  Board  and,  subject  to  shareholder  approval  and
   satisfaction of certain other conditions as set out in the Circular,  will
   proceed provided  the Board  can be  assured at  all times  of  continuing
   compliance with  all  applicable  sanctions. The  Company  and  the  Board
   continues to work with their  legal advisers in order  to be able to  give
   that assurance.  As  at  the  date  hereof,  this  recommendation  remains
   unchanged.  Subject  to   continuing  sanctions  compliance,   shareholder
   approval at the upcoming General Meeting and satisfaction of the remaining
   conditions, the re-domiciliation is expected to proceed as set out in  the
   Circular.

   Further announcements will be made as and when necessary.

   Enquiries

       Investor Relations
   Polymetal         2 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, 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: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   245142
   EQS News ID:    1637775


    
   End of Announcement EQS News Service

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    3 fncls.ssp?fn=show_t_gif&application_id=1637775&application_name=news&site_id=reuters9

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=e20b8b6516b8ca6e7419cf339bcf731f&application_id=1637775&site_id=reuters9&application_name=news
   2. mailto:ir@polymetalinternational.com


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