THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
US$500,000,000 8.125 per cent. Guaranteed Notes due 2022
14 November 2017
Further to the pricing announcement by Petropavlovsk PLC (the Company) on 7 November 2017, the Company is pleased to announce the successful issuance of US$500,000,000 8.125 per cent. guaranteed notes (the Notes) due 2022.
The Company intends to use the net proceeds from the Notes issue to substantially refinance the loans provided pursuant to the banking facilities by Sberbank and VTB Bank.
The Notes bear interest at a rate of 8.125 per cent. per annum from and including 14 November 2017. Interest on the Notes will be payable semi-annually in arrear, on 14 May and 14 November in each year commencing on 14 May 2018. The Notes are guaranteed by the Company, JSC Pokrovskiy Rudnik, LLC Albynskiy Rudnik and LLC Malomirskiy Rudnik. The Notes of US$500 million are due for repayment on 14 November 2022, as a consequence no principal payments are to be made prior to that maturity date. However Petropavlovsk 2016 Limited, the Issuer, may redeem all, but not part, of the Notes at par plus accrued and unpaid interest at any time on or after 14 August 2022, by giving not more than 60 nor fewer than 30 days' irrevocable notice to the Noteholders.
Citigroup Global Markets Limited, J.P. Morgan Securities plc, SIB (Cyprus) Limited and VTB Capital plc have acted as Joint Lead Managers.
The Notes have been admitted to the official list of the Irish Stock Exchange and to trading on the Global Exchange Market of the Irish Stock Exchange.
Nothing in this announcement constitutes an offer of any securities in the United States of America (U.S.). The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the U.S. and may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This announcement is not being reviewed or approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, it is not being distributed to, and must not be passed on to, the general public in the United Kingdom (UK). This announcement is only being made to those persons in the UK falling within the definition of investment professionals (as defined in Article 19(5) of the Financial and Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order) or persons falling within Article 49(2)(a) ("high net worth companies, unincorporated associations, etc") of the Financial Promotion Order, including existing members and creditors of the Issuer, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order..
This announcement is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer any securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. This announcement has not been, nor shall be distributed to the public in the Russian Federation. Information contained in this announcement is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the Russian QIs) and must not be distributed or circulated into the Russian Federation or made available in the Russian Federation to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.
This announcement contains inside information for the purpose of Article 7 of Regulation (EU) No 596/2014
For more information, please visit www.petropavlovsk.net and www..ircgroup.com.hk or contact: