18.05.2015
For immediate release
Polyus Gold International Limited
Consent Solicitation Announcement
Polyus Gold International Limited (LSE and MOEX - PGIL) ("PGIL" or the "Issuer"), the largest gold producer in Russia, today formally announces a proposal to make certain modifications to the terms and conditions of the U.S.$750,000,000 5.625 per cent. notes due 2020 (the "Notes") (of which U.S.$750,000,000 is currently outstanding) (Regulation S Global Note ISIN: XS0922301717; Regulation S Global Note Common Code: 092230171; Rule 144A Global Note ISIN: US73180YAA29; Rule 144A Global Note Common Code: 092311686; Rule 144A Global Note CUSIP: 73180Y AA2) issued by the Issuer and unconditionally and irrevocably guaranteed by Closed Joint-Stock Company "Gold Mining Company "Polyus" (the "Guarantor") by way of consent solicitation (the "Consent Solicitation") as set out in a consent solicitation memorandum dated 18 May 2015 (the "Consent Solicitation Memorandum").
The Issuer (with the agreement of the Guarantor) is seeking approval by way of an extraordinary resolution (the "Extraordinary Resolution") of the holders of the Notes to make certain modifications to its existing covenants("Existing Covenants").
The Issuer is not in breach of any of the Existing Covenants, whether in respect of which the approval is being sought, or otherwise. The Issuer is seeking amendments to (i) Condition 4.3 (Merger and Consolidation) to provide the flexibility for a potential Group restructuring involving a change in the issuer of the Notes and/or a change in the parent company of the Group and (ii) Condition 4.2 (Limitation on indebtedness) to amend the Group Leverage Ratio such that it is calculated by reference to the Group Net Indebtedness.
No decisions have been taken with regard to any transaction which would be permitted by the proposed amendments to the Existing Covenants. Any such transaction would be subject to approval by the Board and, in certain cases, the shareholders of the Issuer, as well as other applicable corporate and governmental approvals.
The Issuer has solicited holders of the Notes to consider the proposals upon the terms and conditions set out in the Consent Solicitation Memorandum.
All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
An indicative timetable is set out below.
Indicative Timetable
Launch Date 18 May 2015
Early Consent Deadline 4:00 p.m. (London time), 29 May 2015
Expiration Time 4:00 p.m. (London time), 8 June 2015
Noteholders Meeting 4:00 p.m. (London time), 10 June 2015
Announcement of results 11 June 2015 (or as soon as reasonably practicable the Noteholder Meeting)
Payment Date Expected to be no later than five Business Days following the announcement of the results of the Meeting
All references are to London time unless specified otherwise.
Noteholders are advised to check with the bank, securities broker, Clearing System or other intermediary through which they hold their Notes as to whether such intermediary applies different deadlines for any of the events specified above, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out above.
All of the above dates are subject to earlier deadlines that may be specified by the Clearing Systems or any intermediary.
Holders of the Notes who deliver Consent Instructions or DTC Instructions in favour of the Extraordinary Resolution (i) on or prior to the Early Consent Deadline, and do not revoke such instructions, shall be eligible to receive an amount of U.S.$7.50 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions (the "Early Consent Fee") and (ii) after the Early Consent Deadline but on or prior to the Expiration Time, and do not revoke such instructions, shall be eligible to receive an amount of U.S.$2.50 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions (the "Late Consent Fee"), subject to the Extraordinary Resolution being duly passed.
Holders of the Notes are advised to read carefully the Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation, including details of the fees referred to above. J.P. Morgan Securities plc and CJSC Sberbank CIB are acting as Solicitation Agents and D.F. King is acting as the Information and Tabulation Agent.
Noteholders with any questions on the Consent Solicitation may contact the Solicitation Agents for further information:
The Solicitation Agents
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 20 7134 2468
Email: [email protected]
Attention: Liability Management
CJSC Sberbank CIB
4 Romanov Pereulok
Moscow 125009
Russian Federation
Telephone: +7 495 787 2363
Email: [email protected]
Requests by holders of Notes for copies of the Consent Solicitation Memorandum, should be directed to:
The Information and Tabulation Agent
D.F. King
In London:
85 Gresham Street
London EC2V 7NQ
United Kingdom
By telephone: +44 207 920 9700
In New York:
48 Wall Street, 22nd Floor
New York, New York 10005
United States
By telephone: +1 212 269 5550
Toll-Free (US only) (866) 416-0552
Email: [email protected]
www.dfking.com/polyus
All requests for information in relation to voting procedures should be directed to the Information and Tabulation Agent.
Enquiries:
Investor contact
Sergey Krivokhizhin, Director Investor Relations
++44 (0) 203 713 42 90 [email protected]
Media contact
Artem Gorbachev, Press Secretary
+44 (0) 203 713 42 90 [email protected]