Polyus Gold International Limited
(the “Existing Issuer”)
Notice to the Holders of
the U.S.$750,000,000 5.625 per cent. Guaranteed Notes due 2020
(Regulation S ISIN: XS0922301717; Regulation S Common Code: 092230171; Rule 144A ISIN: US73180YAA29; Rule 144A Common Code: 092311686; Rule 144A CUSIP: 73180YAA2)
issued by the Existing Issuer and unconditionally and irrevocably guaranteed by Joint Stock Company Gold-Mining Company Polyus (formerly known as Closed Joint-Stock Company “Gold-Mining Company Polyus”) (the “Guarantor”)
The Existing Issuer refers to (i) the trust deed constituting the Notes dated 29 April 2013, as supplemented by the supplemental trust deeds dated 11 June 2015 and 21 April 2017, between BNY Mellon Corporate Trustee Services Limited (the “Trustee”), the Existing Issuer and the Guarantor (the “Trust Deed”) including the terms and conditions of the Notes appended to the Trust Deed as Schedule 2 Part C (the “Conditions”), (ii) the paying agency agreement dated 29 April 2013 between the Existing Issuer, the Trustee, the Guarantor, The Bank of New York Mellon, London Branch, The Bank of New York Mellon, New York Branch and The Bank Of New York Mellon SA/NV, Luxembourg Branch (formerly The Bank Of New York Mellon (Luxembourg) S.A.) (the “Paying Agency Agreement”) and (iii) the supplemental trust deed dated 12 May 2017 between the Existing Issuer, Polyus Finance Plc (the “New Issuer”), the Trustee, the Guarantor, The Bank of New York Mellon, London Branch, The Bank of New York Mellon, New York Branch and The Bank Of New York Mellon SA/NV, Luxembourg Branch (the “Supplemental Trust Deed”). Since the date of the Trust Deed the Guarantor’s name was changed from “Closed Joint-Stock Company “Gold-Mining Company Polyus”” to “Joint Stock Company Gold-Mining Company Polyus” due to certain amendments to the Russian legislation relating to the companies generally, which did not affect the company’s structure or shareholders or Noteholders rights.
Since publication of the Prospectus with respect to the Notes on 25 April 2013, the Conditions were amended by supplemental trust deeds dated 11 June 2015 and 21 April 2017.
Pursuant to Condition 4.3.2(i) of the Notes, the Existing Issuer may at any time, without the consent of the Noteholders, effect a transfer of all of its rights and obligations as issuer and principal debtor under the Notes, the Trust Deed and the Paying Agency Agreement to another entity organised and existing under the laws of any of the United Kingdom, the Republic of Cyprus, Jersey, Ireland, Luxembourg or The Netherlands, which is not the parent company of Public Joint Stock Company Polyus (“PJSC Polyus”).
THE ANNOUNCEMENT IS HEREBY GIVEN THAT, pursuant to and in compliance with Condition 4.3.2(i), by executing the Supplemental Trust Deed:
the Existing Issuer has transferred to the New Issuer, and the New Issuer has assumed, all of the Existing Issuer’s rights and obligations as issuer and principal debtor under the Notes, the Trust Deed and the Paying Agency Agreement;
the Existing Issuer has been released from all of its obligations under the Notes, the Trust Deed and the Paying Agency Agreement; and
the New Issuer is deemed to be named in the Notes, the Trust Deed and the Paying Agency Agreement as the principal debtor in place of the Existing Issuer and the Notes, the Trust Deed and the Paying Agency Agreement are deemed to be amended as necessary to give effect to such substitution,
the transactions set out in items (i) to (iii) above altogether referred to as the “Substitution”.
The Substitution has been undertaken by the Existing Issuer since, following the delisting of the Existing Issuer’s shares from the London Stock Exchange in 2015, PJSC Polyus, the parent company of the Guarantor, is now the holding and reporting company of the Polyus group that comprises PJSC Polyus and its consolidated subsidiaries including the Guarantor and the New Issuer (together, the “Group”).
Copies of the Supplemental Trust Deed are available for inspection at the principal offices of the Existing Issuer and the New Issuer.
Information about the New Issuer
1. New Issuer: Polyus Finance Plc, a public limited company incorporated in the United Kingdom (registration number 10695706).
2. Date of incorporation and length of life: 28 March 2017, indefinite.
3. Legislation under which the New Issuer operates: laws of England and Wales, including the Companies Act 2006.
4. Registered office: 5th Floor, 6 St Andrew Street, London, EC4A 3AE, United Kingdom, Tel.: +44 (0) 20 7832 4900, Fax: +44 (0) 20 7832 4901.
5. Principal office: 4th Floor, Ergon House, Dean Bradley Street, London SW1P 2AL, United Kingdom, Tel.: +44 (0) 203 713 4290.
6. Names, business addresses and functions of the members of the management bodies:
Board of Directors
Mr. Sergei Igorevich Nossoff, 1977, Executive Director
Ms. Alexandra Maria Beckwith, 1983, Non-Executive Director
Mr. Antonios Theodosiou Antoniou, 1958, Non-Executive Director
Short biographies of the Directors
Sergei Igorevich Nossoff, Executive Director
Mr. Nossoff became the New Issuer’s Director in March 2017. Mr. Nossoff also serves as an Executive Director of the Existing Issuer. He has extensive executive managerial experience in the metals and mining sector, private equity, financial management, capital-raising, mergers and acquisitions, corporate disposals and restructurings. Prior to joining the Group, Mr. Nossoff was First Vice President and board member of international gold and copper producer, GeoProMining Group. Prior to that, he was Director of Strategy and Business Development at UC Rusal, the world’s leading aluminium producer. Prior to joining UC Rusal, Mr. Nossoff spent 10 years as an investment banker, specialising in M&A. He started his career at Credit Suisse, followed by Citigroup, Goldman Sachs and Bank of America. Mr. Nossoff graduated from the European Business School and is a member of the Securities Institute. He also completed an Executive MBA course at INSEAD.
Alexandra Maria Beckwith, Non-Executive Director
Ms. Beckwith became the New Issuer’s Director in March 2017. She has extensive experience in the finance and banking sectors. Prior to joining the Group, Ms. Beckwith had gained experience working at the London Stock Exchange where she was responsible for developing the Exchange’s business in Russia, Mongolia and the CIS / CEE regions, as well as working at the Corporate Finance Department of Raiffeisen Bank, where she was responsible for the guarantee business of the bank and trade finance deals. In addition to her role as a Non-Executive Director at the New Issuer, Ms. Beckwith is also a Non-Executive Director of the Existing Issuer and continues to consult British and international companies on commercial strategy, business development and project management, with a particular emphasis on emerging markets and international business. Ms. Beckwith graduated from the Finance University under the Government of the Russian Federation with a degree in Financial Management (Finance and Credit) and holds a Masters degree in Finance and Investment from the Cass Business School, London. Ms. Beckwith is a Member of the Chartered Institute of Securities and Investments.
Antonios Theodosiou Antoniou, Non-Executive Director
Mr. Antoniou became the New Issuer’s Director in March 2017. Mr. Antoniou is also a Non-Executive Director of the Existing Issuer. Mr. Antoniou is a UK Chartered Accountant with over 30 years of public accounting experience with PwC, 15 years of which were as a partner in Russia, where his experience included the mining sector. He was previously a non-executive director and audit committee member of International Petroleum, of TransCreditBank – one of the largest banks in Russia, and a consultant to the Partner Council of PwC in Central and Eastern Europe. He holds a degree in Chemistry from the University of Bristol, UK, and is a member of the Institute of Chartered Accountants in England and Wales.
Save as disclosed above, there are no potential conflicts of interest between any duties of the members of the management bodies of the New Issuer towards the New Issuer and their private interests or other duties.
Business address of the Directors: same as set forth in paragraph 5.
7. The New Issuer is a 100% subsidiary of the Guarantor. The Guarantor is a 100% subsidiary of PJSC Polyus. PJSC Polyus may provide, unconditionally and irrevocably, on a joint and several basis with the Guarantor, a guarantee of the New Issuer’s obligations under the Notes within 180 days following 20 April 2017 (the date of the Noteholders meeting that approved certain amendments to the Trust Deed, which facilitate the Substitution). An announcement will be published on the Irish Stock Exchange website and via RNS on the London Stock Exchange upon accession of PJSC Polyus to the Trust Deed as an additional guarantor.
8. The New Issuer does not conduct any operational activity. On 28 April 2017, the New Issuer substituted the Existing Issuer as issuer and primary obligor under the US$800,000,000 5.250 per cent. notes due 2023 (the “2023 Notes”). The 2023 Notes are listed on the Official List of the UKLA and admitted to trading on the London Stock Exchange.
9. The New Issuer will be included in the audited consolidated financial statements of the Group prepared in accordance with International Financial Reporting Standards by PJSC Polyus. The audited consolidated financial statements of the Group for the year 2016 are available at http://polyus.com/upload/iblock/965/fy2016-mda-fs-opinion.pdf. These financial statements have been audited by ZAO Deloitte & Touche CIS in accordance with International Standards on Auditing. The New Issuer will also prepare its standalone audited annual financial statements, the first set of which will be released in 2018 with respect to the period from the date of its incorporation through 31 December 2017 and is expected to be audited by Deloitte LLP at 2 New Street Square, London, EC4A 3BZ, a member of the Institute of Chartered Accountants in England and Wales.
10. As of the date of this announcement:
(1) there has been no material adverse change in the prospects of the New Issuer since the date of its incorporation;
(2) there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the New Issuer is aware), during previous 12 months (or, in the case of the New Issuer, from the date of its incorporation), which may have, or have had in the recent past, significant effects on the New Issuer or the Group’s financial position or profitability;
(3) there has been no significant change in the financial or trading position of the Group which has occurred since the end of the year 2016 for which the latest audited consolidated financial statements of the Group have been published; and
(4) the Notes conform with the laws of each of the Existing Issuer’s and the New Issuer’s respective place of incorporation, are duly authorised according to the requirements of each of the Existing Issuer’s and the New Issuer’s (to the extent the New Issuer was substituted for the Existing Issuer as issuer under the Notes pursuant to the Supplemental Trust Deed) constitutive documents and have received all necessary statutory and other consents.
11. During the life of the Notes copies of the constitutive documents of the New Issuer may be physically inspected at the New Issuer’s principal office set out in paragraph 5.
THE EXISTING ISSUER ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, AND, AS FAR AS THE EXISTING ISSUER IS AWARE, NO FACTS HAVE BEEN OMITTED FROM THIS ANNOUNCEMENT WHICH WOULD RENDER SUCH INFORMATION INACCURATE OR MISLEADING.
Link to full announcement
Forward looking statements
This announcement may contain “forward-looking statements” concerning the Existing Issuer and the New Issuer. Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “continue”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of the Existing Issuer’s or the New Issuer’s operations. Many of these risks and uncertainties relate to factors that are beyond the Existing Issuer’s or the New Issuer’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Neither the Existing Issuer nor the New Issuer assumes any obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.