6th Oct 2017 15:48
6 October 2017
Polyus Finance Plc
(the "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)
(the "Notes")
issued by Polyus Gold International Limited (as further substituted by the Issuer) and unconditionally and irrevocably guaranteed by Joint Stock Company Polyus Krasnoyarsk (formerly known as Joint Stock Company Gold-Mining Company Polyus) (the "Guarantor")
The 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, 21 April 2017 and 12 May 2017 (the latter referred to as the "May 2017 Supplemental Trust Deed"), between BNY Mellon Corporate Trustee Services Limited (the "Trustee"), the 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 (as amended, restated or supplemented from time to time) between the 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 further guarantee dated 6 October 2017 between the Issuer, the Trustee, the Guarantor and Public Joint Stock Company Polyus (the "Further Guarantor") (the "Further Guarantee"). Since the date of the May 2017 Supplemental Trust Deed the Guarantor's name was changed from "Joint Stock Company Gold-Mining Company Polyus" to "Joint Stock Company Polyus Krasnoyarsk" due to general commercial considerations, 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, 21 April 2017 and 12 May 2017.
Pursuant to Conditions 4.12 and 6.5 of the Notes, the Further Guarantor may provide, unconditionally and irrevocably, on a joint and several basis with the Guarantor, a guarantee of the Issuer's obligations under the Notes.
THE ANNOUNCEMENT IS HEREBY GIVEN THAT, pursuant to and in compliance with Conditions 4.12 and 6.5 of the Notes, the Further Guarantor, by executing the Further Guarantee, has acceded to the Trust Deed as a Guarantor and has, among others:
(i) undertaken (jointly and severally with the Guarantor) to perform and observe all the obligations expressed to be undertaken under the Trust Deed, the Conditions and the Paying Agency Agreement by a Guarantor;
(ii) agreed that it shall be bound by the Trust Deed, the Conditions and the Paying Agency Agreement in all respects as if it had been an original party thereto; and
(iii) agreed (jointly and severally with the Guarantor) to unconditionally and irrevocably guarantee to the Trustee the due and punctual payment by the Issuer of principal and / or interest and / or any other amounts payable under the Trust Deed or on the Notes in full when and as the same shall become due and payable whether on the maturity date of the Notes, on acceleration, in connection with prepayment, or otherwise.
Copies of the Further Guarantee and the documents described therein are available for inspection at the principal office of the Issuer.
Information about the Further Guarantor
1. Further Guarantor: Public Joint Stock Company Polyus, a public joint stock company incorporated in the Russian Federation (principal state registration number (OGRN) 1068400002990).
2. Date of incorporation and length of life: 17 March 2006, indefinite.
3. Legislation under which the Issuer operates: laws of the Russian Federation, including the Civil Code of Russia and Federal Law No. 208-FZ "On Joint Stock Companies" dated 26 December 1995.
4. Registered office: 15 Tverskoy boulevard, building 1, Moscow, 123104, the Russian Federation.
5. Principal office: 15 Tverskoy boulevard, building 1, Moscow, 123104, the Russian Federation, telephone +7 (495) 641 33 77, fax +7 (495) 785 45 90, web-site: www.polyus.com.
6. Names, business addresses and functions of the members of the management bodies:
Principal corporate bodies of the Further Guarantor include the General Meeting of Shareholders, the General Director (Chief Executive Officer) and the Board of Directors. Short biographies of the General Director and members of the Board of Directors are provided below.
General Director (Chief Executive Officer)
Pavel Grachev
Pavel Grachev was appointed head of the Further Guarantor in 2014. Prior to that, from 2010 to 2013, Mr. Grachev served as Chief Executive Officer of the leading potash producer Uralkali and then of the Far East and Baikal Region Development Fund. From 2006 to 2011, he worked as managing director of the investment company Nafta Moskva. From 1997 to 2005 he was the head of the Moscow office of the law firm Pavia e Ansaldo (Italy).
In addition to participation in the Board of the Further Guarantor, Mr. Grachev is currently engaged as independent director on the Board of FGC UES (Federal Grid Company of Unified Energy System) and RusHydro. He has also previously served on the Boards of Uralkali, PIK Group (as Chairman) and Polymetal.
Mr. Grachev graduated from the Saint Petersburg State University and the University of Trieste (Italy) with degrees in law.
Business address of the General Director is as set forth in paragraph 5.
Members of the Board of Directors
The Board of Directors of the Further Guarantor is composed of nine members, including three independent directors, with the Chairman being an independent director.
Edward Dowling, Chairman, Independent Director, Chairman of the Nomination & Remuneration Committee, Chairman of the Strategy Committee, Member of the Audit Committee, Member of the Operations Committee
Mr. Edward Dowling is the Chairman of the Board of Directors of Alacer Gold, where he served as President and CEO between 1998 and 2012. In addition, he is also a Board member at Teck Resources Limited, Canada's largest diversified mining company and Detour Gold Corporation, a Canadian intermediate gold mining company.
His mining experience spans 30 years and includes holding the positions of Executive Director for Mining and Exploration at De Beers, President and CEO of Meridian Gold Inc., and Executive Vice President for Operations at Cliffs Natural Resources Inc.
Mr. Dowling is a former Board member of De Beers Société Anonyme, Victoria Gold Corp, Polyus Gold International Limited and Zinco de Brasil Inc.
Mr. Dowling graduated from the Pennsylvania State University in 1982 with degrees in mining engineering and mining processing. He obtained his Master's degree and PhD in mineral processing from the same university in 1987 and 1998, respectively.
Kent Potter, Independent Director, Chairman of the Audit Committee, Member of the Nomination & Remuneration Committee, Member of the Strategy Committee
Mr. Kent Potter was a Board member of Eurochem Group AG, the leading mineral fertilizer producer in Russia, until September 2017. From 2013 to 2016 he was also a Board member of SUEK plc, Russia's largest coal producer and exporting company.
Prior to these appointments, Mr. Potter spent 27 years with Chevron, during which he held a number of senior management positions. In 2003, Mr. Potter was appointed CFO of TNK-BP. Following TNK-BP, he was appointed Vice President and CFO of LyondellBasell Industries.
Mr. Potter was awarded a Bachelor's degree in Engineering and an MBA from the University of California, Berkeley.
William Champion, Independent Director, Chairman of the Operations Committee, Member of the Audit Committee, Member of the Nomination & Remuneration Committee
Mr. William Champion serves on the Board of Compañía de Minas Buenaventura S.A.A., the largest publicly traded precious metals company in Peru.
Mr. Champion has over 30 years of experience in mining. From 2002 to 2014, he was at Rio Tinto where he held a number of senior management positions. These included Managing Director of Rio Tinto's Diamonds Business Unit and Managing Director of Rio Tinto Coal Australia.
Mr. Champion was awarded a Bachelor of Science in Chemical Engineering from the University of Arizona.
Anastasia Galochkina, Member of the Nomination & Remuneration Committee
Ms. Anastasia Galochkina is Managing Director of Nafta Moskva. Prior to joining Nafta Moskva, from 2004 to 2011, she worked for Vostok Nafta Investment Ltd, a Swedish investment company. From 2006 to 2008, she also served on the board of Kontakt East Holding AB. Prior to joining Vostok Nafta, Ms. Galochkina worked at Ernst&Young's consultancy group in Moscow.
Ms. Anastasia Galochkina is a qualified Chartered Financial Analyst. She graduated from the National Research University of Electronic Technology in Moscow with a degree in economics.
Said Kerimov, Member of the Strategy Committee
Mr. Said Kerimov is currently studying at the Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation.
Gulnara Kerimova
Ms. Gulnara Kerimova currently works at the representative office of JSC MG International AG. Prior to this, she was employed by Credit Suisse Group's representative office in Russia.
Ms. Kerimova graduated from the Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation, International Business and Business Administration Faculty.
Pavel Grachev, General Director (Chief Executive Officer), Member of the Strategy Committee, Member of the Operations Committee
Mr. Grachev's biography is set forth in section "General Director (Chief Executive Officer)" above.
Vladimir Polin, Senior Vice President, Operations, Member of the Operations Committee
Mr. Vladimir Polin joined the Further Guarantor in August 2014. He has extensive managerial experience in the metals and mining sector. Prior to joining the Further Guarantor, Mr. Polin was Chief Operating Officer at En+, a leading Russian industrial group with assets in the metals, mining and energy sectors. Before that, for three years, he headed the East aluminium division at Rusal, the world's leading aluminium producer. Prior to joining Rusal, Mr. Polin spent almost ten years at Mechel, a major coal and steel producer in Russia, in a variety of senior posts including Chief Executive Officer and Senior Vice President at Mechel Management.
Mr. Vladimir Polin graduated from Chelyabinsk Polytechnic Institute with a degree in metallurgy.
Mikhail Stiskin, Senior Vice President, Finance and Strategy, Member of the Strategy Committee
Mr. Mikhail Stiskin joined the Further Guarantor in 2013 following a highly successful career in investment banking. Mikhail was Managing director at Sberbank CIB (until 2011 known as Troika Dialog where Mikhail was also a partner), a corporate and investment banking arm of Sberbank, Russia's largest financial institution, where Mikhail was in charge of research coverage of the metals and mining/fertilizer sectors. For many years in a row Mikhail's team rated as best in the sector within both the CIS and EMEA regions, according to annual institutional investor surveys. Mikhail has also been actively involved in a number of landmark transactions in the sector.
Mr. Stiskin graduated with honours from the Moscow State Institute of International Relations with a degree in economics and holds a master's degree in economics from the University of Michigan (Ann Arbor).
As a matter of Russian corporate law, Mr. Grachev in his capacity as General Director (Chief Executive Officer) and member of the Board of Directors, and Mr. Kerimov and Ms. Kerimova in their capacity as members of the Board of Directors of the Further Guarantor, are deemed interested parties with respect to the Further Guarantee. Save as disclosed, there are no potential conflicts of interest between any duties of the members of the management bodies of the Further Guarantor towards the Further Guarantor and their private interests or other duties.
Business address of the members of the Board of Directors is as set forth in paragraph 5.
7. The Further Guarantor holds 100% of shares in the Guarantor. Polyus Gold International Limited is a major shareholder of the Further Guarantor holding approximately 82% of its shares.
8. The Further Guarantor is a Russian holding company of the Polyus group that is the largest gold producer in Russia and one of the top ten gold miners globally. The Further Guarantor does not conduct any operational activity and holds 100% in the share capital of the Guarantor, the key operating company of the Polyus group. Regulation S Global Depositary Shares ("GDSs") representing Further Guarantor's ordinary shares ("Shares"), Rule 144A GDSs and existing Level I American Depositary Shares representing Shares are admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities.
9. The Further Guarantor produces annual (audited), condensed interim semi-annual (unaudited but reviewed by auditors) and condensed interim quarterly (unaudited but reviewed by auditors) consolidated financial statements with respect to itself and its subsidiaries (together, the "Group") in accordance with International Financial Reporting Standards. The audited consolidated financial statements of the Group for the year ended 31 December 2016 (which also include the financial results with respect to the year ended 31 December 2015) are available at http://www.polyus.com/en/investors/results-and-reports/. The audited consolidated financial statements of the Group for the years ended 31 December 2015 and 31 December 2016 were audited by ZAO Deloitte & Touche CIS, a member of the Audit Chamber of Russia, in accordance with International Standards on Auditing.
10. As of the date of this announcement:
(1) there has been no material adverse change in the prospects of the Further Guarantor since 31 December 2016;
(2) there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during previous 12 months, which may have, or have had in the recent past, significant effects on the Further Guarantor or the Group's financial position or profitability;
(3) there has been no significant change in the financial or trading position of the Group since 31 December 2016 for which the latest audited consolidated financial statements of the Group have been published; and
(4) the Further Guarantee conforms with the laws of the Further Guarantor's place of incorporation, is duly authorised according to the requirements of the Further Guarantor's constitutive documents and has received all necessary corporate and other consents.
11. During the life of the Notes copies of the constitutive documents of the Further Guarantor and the financial statements of the Group referred to in paragraph 9 may be physically inspected at the Further Guarantor's principal office set out in paragraph 5.
THE ISSUER ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, AND, AS FAR AS THE ISSUER IS AWARE, NO FACTS HAVE BEEN OMITTED FROM THIS ANNOUNCEMENT WHICH WOULD RENDER SUCH INFORMATION INACCURATE OR MISLEADING.
Forward Looking Statements
Certain statements contained in this announcement, including any information as to the Issuer's, the Further Guarantor's or the Group'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 Issuer or, as the case may be, the Further Guarantor concerning, amongst other things, the Issuer's, the Further Guarantor's or the Group's results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Issuer, the Further Guarantor and the Group operate.
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 Issuer's, the Further Guarantor's or the Group's actual results of operations and financial condition, and the development of the business sector in which the Issuer, the Further Guarantor and the Group operate, may differ materially from those suggested by the forward looking statements contained in this announcement.
In addition, even if the Issuer's, the Further Guarantor's or the Group's results of operations and financial condition, and the development of the industry in which the Issuer, the Further Guarantor and the Group operate, 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 Issuer 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.
Related Shares:
60GT.L