THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO SO OFFER.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED IN CONNECTION WITH THE RIGHTS ISSUE AND NOT IN RELIANCE ON ANY INFORMATION IN THIS ANNOUNCEMENT. COPIES OF THAT PROSPECTUS ARE AVAILABLE FREE OF CHARGE TO ELIGIBLE PERSONS FROM THE COMPANY'S REGISTERED OFFICE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ADVERTISEMENT OF ANY SECURITIES IN THE RUSSIAN FEDERATION.
16 March 2015
Results of Rights Issue
Petropavlovsk PLC (the "Company" and, together with its subsidiaries, the "Group") announces that, under the terms of the Rights Issue announced on 2 February 2015, as at the latest time and date for receipt of valid acceptances, it has received valid acceptances in respect of 1,097,024,365 New Ordinary Shares, representing approximately 35.35 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the Rights Issue.
It is expected that these New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 16 March 2015. Share certificates in respect of New Ordinary Shares in certificated form will be despatched to relevant Shareholders by no later than 30 March 2015.
It is expected that these New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. today, 16 March 2015.
In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue as set out in the combined prospectus and circular dated 2 February 2015 issued by the Company (the "Prospectus"), Merrill Lynch International will endeavour to procure subscribers for the remaining 2,005,898,145 New Ordinary Shares not validly taken up under the Rights Issue, failing which, the sub-underwriters and certain other Existing Bondholders have agreed to acquire, on a several basis, any remaining underwritten New Ordinary Shares.
In respect of New Ordinary Shares not validly taken up under the Rights Issue, any premium over the aggregate of the issue price of 5 pence per New Ordinary Share and the expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax which are not recoverable) will be paid (without interest) to Shareholders whose rights have lapsed in accordance with the Rights Issue, pro rata their lapsed provisional entitlements. However, individual amounts of less than £5.00 will not be paid to such persons but will be aggregated and retained for the benefit of the Company. Any cheques and credits to CREST accounts in respect of any such amounts are expected to be despatched or credited to the relevant Shareholders on or around 30 March 2015.
A further announcement as to the number of New Ordinary Shares for which subscribers have been procured pursuant to the rump placing will be made in due course.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in Part 14 of the Prospectus.
Enquiries
Petropavlovsk PLC
Alya Samokhvalova, Group Head of External Communications,
11 Grosvenor Place, London, SW1X 7HH
T: +44 (0) 20 7201 8900 | E: [email protected]
Bank of America Merrill Lynch
Joint Project Co-Ordinator and Corporate Broker
Simon Davy, Managing Director,
2 King Edward Street, London, EC1A 1HQ
T: +44 (0) 20 7995 3759 HTMLPIPESYMBOL E:[email protected]
Maitland
Media Contact
Neil Bennett, Chief Executive Officer
Orion House, 5 Upper St Martin's Lane, London WC2H 9EA
T: +44 (0) 20 7379 5151 or offer to buy, sell, issue, underwrite, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any Nil Paid Rights, Fully Paid Rights and New Ordinary Shares (the "Securities"), nor shall there be any sale of any Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire, exchange, transfer or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, exchange, transfer or subscribe for, any Securities in Australia, Canada, Japan, the Russian Federation (or to the benefit of a Russian person or any person in the Russian Federation or any other person, except as may be permitted by Russian law), the Republic of South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. No public offering of any Securities referred to herein is being made in Australia, Canada, Japan, the Russian Federation, the Republic of South Africa or any other jurisdiction where such a public offering would be unlawful.
This announcement is not an offer of any Securities for sale in the United States. The Securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the United States in the US Securities Act and the rules and regulations thereunder. There has not been and will not be a public offer of the Securities in the United States.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an
authorised person specialising in advising on such investments.
The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of any Securities or possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement, to the extent it constitutes an invitation or inducement to engage in investment activity for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended), is only directed at persons outside the United Kingdom and persons in the United Kingdom (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In addition, if and to the extent that this announcement is communicated in, or an offer of the Securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC as amended by Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement is only addressed to and directed at persons in that Member State who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (or who are persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
Merrill Lynch International, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, is acting exclusively for the Company and no-one else in connection with the Refinancing. It will not regard any other person as its clients in relation to the Refinancing and will not be responsible to anyone other than the Company for providing the protections afforded to its client, nor for providing advice in relation to the Refinancing, the contents of this announcement or any transaction, arrangement or other matter referred to herein. SIB (Cyprus) Limited ("SIB"), which is an investment firm authorised and regulated in the Republic of Cyprus by the Cyprus Securities and Exchange Commission (License KEPEY 066/06 dated 15 June 2006) is acting in the role of joint Project Co-ordinator exclusively for the Company and no-one else in connection with the Refinancing. It will not regard any other person as its clients in relation to the Refinancing and will not be responsible to anyone other than the Company for providing the protections afforded to its client, nor for providing co-ordination in relation to the Refinancing, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Sberbank CIB is a marketing name for investment banking business of SIB and its affiliates worldwide which are appropriately licensed in accordance with the regulatory requirements of applicable jurisdictions. Sberbank CIB deal team members may be employees of SIB or of any its affiliates. SIB is an affiliate of Sberbank of Russia, one of the Senior Lenders.
Each of Merrill Lynch International and Sberbank CIB is a full service financial institution engaged, either directly or indirectly, in a broad array of activities, including trading, commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counselling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, each of Merrill Lynch International and Sberbank CIB and funds or other entities in which Sberbank CIB invests or with which Sberbank CIB co-invests may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for its own account and for the accounts of customers and clients. In addition, each of Merrill Lynch International and Sberbank CIB may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments referred to herein and may conflict with the interests of persons into whose possession this announcement comes. In addition, Sberbank CIB may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Each of Merrill Lynch International and Sberbank CIB does not intend to disclose the extent of any such investment, transactions or arrangements otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement has been issued by and is the sole responsibility of Petropavlovsk PLC. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch International, SIB, any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person as to, or in relation to, the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available to or publicly available to any interested party or its advisers or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith, and any liability therefore is expressly disclaimed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.
This release may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" 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 release and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, liquidity, prospects, growth, strategies and expectations of the industry.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates may differ materially from those described in, or suggested by, any forward-looking statements contained in this release. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this release, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in law or regulation, currency fluctuations (including the US dollar and Rouble), the Group's ability to recover its reserves or develop new reserves, changes in its business strategy, political and economic uncertainty. Save as required by the Listing and Disclosure and Transparency Rules, the Company is under no obligation to update the information contained in this release.
The past performance of the Company and its Securities is not, and should not be relied on as, a guide to the future performance of the Company and its Securities.
The content of any websites referred to in this announcement does not form part of this announcement.