REG - PJSC Polyus Polyus Finance PLC - Replacement: Polyus entered into option agreements <Origin Href="QuoteRef">PLZL.MM</Origin>

Polyus PAOAnnouncement

12/07/2017 14:35

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RNS Number : 8933K
PJSC Polyus
12 July 2017 
 
IMPORTANT NOTICE: NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED
HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
LAWS OF SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE                                                         
                                                                12 July 2017 
 
PUBLIC JOINT STOCK COMPANY POLYUS 
 
-------------------------------- 
 
GENERAL TEXT AMENDMENT 
 
The following amendment has been made to the "Polyus entered into option
agreements to consolidate 100% participation interest in SL Gold, the Sukhoi
Log deposit JV" announcement released on 11 July 2017 at 18:09 under RNS No
7757K. 
 
The figure "50.1%" is changed to "51%" in paragraph 5 of the announcement. 
 
All other details remain unchanged. 
 
The full amended text is shown below. 
 
-------------------------------- 
 
Polyus entered into option agreements to consolidate 100% participation
interest in SL Gold, the Sukhoi Log deposit JV 
 
PJSC Polyus (LSE, MOEX - PLZL) ("Polyus" or the "Company"), the largest gold
producer in Russia, announces that a 100% subsidiary of the Company, JSC
Polyus Krasnoyarsk, has entered into a number of option agreements
("Additional Options") with LLC "RT Business Development" ("RT"), a wholly
owned subsidiary of Russian State Corporation Rostec, to acquire an additional
25.1% participation interest in SL Gold Limited Liability Company ("SL Gold"),
a holder of the Sukhoi Log deposit license. 
 
Total consideration for the additional 25.1% participation interest is fixed
at $145.9 million and will be payable in Polyus' shares within the next five
years in five tranches, with Polyus having the right to accelerate. The number
of Polyus' shares subject to transfer to RT in exchange for its 25.1%
participation interest in SL Gold will be determined by dividing the USD
amount of the consideration for each tranche by the average of daily weighted
average price of Polyus' ordinary shares on the Moscow Exchange (converted in
USD at the official exchange rate set by the Central Bank of Russia for each
trading day) for a period of 90 days preceding the date of the respective
option exercise notice. 
 
The first tranche (a 3.8% stake in SL Gold for approx. $21.9 million) is
expected to be paid using the Company's existing treasury shares within 30
business days from July 11, 2017. Using the 90-day average price this
corresponds to 290,049 shares of the Company (i.e., approximately a 0.22%
stake in the Company post the offering of its shares and global depositary
shares on the London Stock Exchange and the Moscow Exchange priced June 30,
2017 ("Offering")). The relevant portion of Polyus' shares used as
consideration will be subject to a lock up until January 1, 2018 (inclusive),
which corresponds to the remainder of the 180-days lock-up period agreed to by
the Company in connection with the Offering. 
 
The remaining four tranches are excercisable in 2019-2022. 
 
As previously announced, on December 16, 2016, JSC Polyus Krasnoyarsk, which
held 51% in SL Gold, entered into cash option agreements with RT to acquire a
23.9% stake in SL Gold ("Initial Options") for the total consideration of
approximately $139 million to be exercised during 2017-2022. The first option
was exercised in May 2017, increasing JSC Polyus Krasnoyarsk's stake in SL
Gold to 54.6%. 
 
Taken together, entry into and the subsequent exercise of the Initial Options
entered into in December 2016 and the Additional Options entered into in July
2017 will enable Polyus to consolidate 100% participation interest in SL Gold,
the holder of the Sukhoi Log deposit license. Polyus intends to exercise these
options. 
 
This announcement contains inside information in accordance with Article 7 of
EU Regulation 596/2014 of 16 April 2014. 
 
Polyus 
 
Polyus (www.polyus.com) is the largest gold producer in Russia and one of the
top 10 gold miners globally with the lowest cost position. Based on its 2016
Ore Reserves and Mineral Resources, Polyus ranks second by attributable gold
reserves and third by attributable gold resources among the world's largest
gold mining companies. 
 
Polyus group's principal operations are located in Krasnoyarsk, Irkutsk and
Magadan regions and the Sakha Republic (Yakutia). 
 
  
 
Enquiries: 
 
Victor Drozdov, Director Investor Relations 
 
+7 (495) 641 33 77 drozdovvi@polyus.com 
 
Victoria Vasilyeva, Director Public Relations 
 
+7 (495) 641 33 77 vasilevavs@polyus.com 
 
Important Notice 
 
The securities to which this announcement relates have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any regulating authority or under any applicable
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, pledged or otherwise transferred within the United
States or to U.S. persons unless registered under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
applicable state law. There will be no public offer of the securities in the
United States. The securities referred to herein have not been registered
under the applicable securities laws of Canada, Australia, Japan or South
Africa and, subject to certain exceptions, may not be offered or sold within
Canada, Australia, Japan or South Africa or to any national, resident or
citizen of Canada, Australia, Japan or South Africa. 
 
This announcement is not, and under no circumstances is to be construed as, a
public offer or advertising or an invitation to make offers to sell, purchase,
exchange or otherwise transfer or dispose of any securities, including
securities of foreign issuers, or other financial instruments in the Russian
Federation within the meaning of Russian securities laws or to or for the
benefit of any persons or entities resident, incorporated, established or
having their usual residence in the Russian Federation, or to or for the
benefit of any person located within the territory of the Russian Federation,
who, in respect of depositary shares, is not a "qualified investor" within the
meaning of Article 51.2 of the Russian Federal Law "On the Securities Market"
No. 39-FZ dated 22 April 1996, as amended, and must not be distributed or
circulated into the Russian Federation or made available in the Russian
Federation, to any persons who are not qualified investors, unless and to the
extent the recipients are otherwise permitted to access such information under
Russian law. The depositary shares referred to in this announcement have not
been registered in Russia or admitted to placement and/or public circulation
in the Russian Federation and the information contained in this announcement
is not to be made publicly available in the Russian Federation or passed on to
third parties in the Russian Federation, unless otherwise permitted under
Russian law. The securities are not intended for "offering", "placement" or
"circulation" (each as defined in Russian securities laws) in the Russian
Federation, except as permitted by Russian law. 
 
Forward Looking Statements 
 
Certain statements contained in this announcement, including any information
as to the Company's strategy, plans or future financial or operating
performance constitute "forward looking statements". These forward-looking
statements can be identified by the use of forward looking terminology,
including the terms "believes", "estimates", "anticipates", "projects",
"expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this announcement and include statements regarding the intentions, beliefs or
current expectations of the directors of the Company concerning, amongst other
things, the Company's results of operations, financial condition and
performance, prospects, growth and strategies and the industry in which the
Company operates. 
 
By their nature, forward looking statements address matters that involve risks
and uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. Forward looking statements are not
guarantees of future performance and the Company's actual results of
operations and financial condition, and the development of the business sector
in which the Company operates, may differ materially from those suggested by
the forward looking statements contained in this announcement. 
 
In addition, even if the Company's results of operations and financial
condition, and the development of the industry in which the Company operates,
are consistent with the forward looking statements contained in this
announcement, those results or developments may not be indicative of results
or developments in subsequent periods. 
 
The forward looking statements contained in this announcement speak only as of
the date of this announcement. The Company disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward
looking statements contained in this announcement to reflect any change in its
expectations or any change in events, conditions or circumstances on which
such statements are based unless required to do so by applicable law. 
 
This information is provided by RNS
The company news service from the London Stock Exchange