TIDMPOG
RNS Number : 8971D
Petropavlovsk PLC
28 June 2019
28 June 2019
Petropavlovsk PLC
Entry Into Share Retention Agreement by Petropavlovsk PLC and
IRC Limited In Connection With The Gazprombank Facilities
Petropavlovsk PLC ("Petropavlovsk" or the "Company") and IRC
Limited ("IRC"), a producer and developer of industrial commodities
in which the Company is a significant shareholder (31.1%), have
entered into a Share Retention Agreement which contains certain
covenants in favour of JSC Gazprombank ("Gazprombank") regarding
the Company's shareholding in IRC.
This relates to the refinancing of the legacy Industrial and
Commercial Bank of China Ltd ("ICBC") facility, in respect of which
Petropavlovsk acted as a guarantor for IRC. Following the approval
by Petropavlovsk shareholders at a General Meeting held on 12 March
2019, to guarantee the obligations of the Kimkano-Sutarsky Mining
and Beneficiation Plant LLC ("K&S", a wholly owned subsidiary
of IRC), under two new broadly identical facility agreements with
Gazprombank, an initial drawdown on a new US$240 million facility
by K&S occurred on 19 March 2019. Detailed information
regarding the refinancing may be found in an announcement published
by Petropavlovsk dated 15 February 2019 (The Recommended Proposal
to Guarantee the Obligations of K&S, a Wholly Owned Subsidiary
of IRC Limited, under Two Facility Agreements with JSC Gazprombank)
and the related circular
(https://www.petropavlovsk.net/wp-content/uploads/2019/02/c114994CCL-pfp.pdf)
In connection with the Gazprombank Facilities, on 28 June 2019,
Petropavlovsk and IRC entered into a share retention agreement with
Gazprombank (the "Share Retention Agreement").
Under the Share Retention Agreement, unless otherwise agreed
with Gazprombank, for so long as the Gazprombank Facilities or any
sum thereunder is outstanding:
(i) Petropavlovsk must retain at least a 20% direct or indirect
interest in IRC (and the grant of any option, pre-emptive right or
similar right in respect of Petropavlovsk's interest in IRC would
constitute a disposal for the purpose of this covenant); and
(ii) Petropavlovsk must not create, grant or permit to subsist
any encumbrance over any direct or indirect interest in IRC (other
than any encumbrance arising by operation of law or where following
such encumbrance, Petropavlovsk has at least a 20% interest in IRC
which remains unencumbered).
Enquiries
For more information, please visit www.petropavlovsk.net and
www.ircgroup.com.hk or contact:
Petropavlovsk PLC Buchanan
Patrick Pittaway Bobby Morse
Max Zaltsman Ariadna Peretz
+44 (0) 20 7201 8900 +44 (0) 207 466 5000
TeamIR@petropavlovsk.net POG@buchanan.uk.com
About Petropavlovsk PLC
Petropavlovsk is one of Russia's major gold mining companies,
both in terms of production and the size of its resources. With a
strong track record of mine development, expansion and asset
optimisation, the Company has entered a new era of growth following
the successful commissioning and start-up of the Pokrovskiy POX
Hub. The Company is a leading employer and contributor to the
development of the local economy in the Amur region, Russian Far
East, where it has operated since 1994. The Company and its
subsidiaries (together, the "Group") is vertically-integrated with
expertise and operations across the entire mining lifecycle, and
its in-house exploration team has a strong track record of
identifying new targets and adding to the Group's resource
base.
The Company is listed on the Main Market of the London Stock
Exchange (POG:LN)
Cautionary note on forward-looking statements
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 future price of gold, the Group's results
of operations, financial position, liquidity, prospects, growth,
estimation of mineral reserves and resources and strategies, and
exchange rates and the expectations of the industry. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances [outside the
control of the Group. 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 results and/or developments to differ materially from those
expressed or implied by the forward-looking statements including,
without limitation, general economic and business conditions,
demand, supply and prices for gold and other long-term commodity
price assumptions (and their effect on the timing and feasibility
of future projects and developments), trends in the gold mining
industry and conditions of the international gold markets,
competition, actions and activities of governmental authorities
(including changes in laws, regulations or taxation), currency
fluctuations (including as between the US Dollar and Rouble), the
Group's ability to recover its reserves or develop new reserves,
changes in its business strategy, any litigation, and political and
economic uncertainty. Except as required by applicable law, rule or
regulation (including the Listing and Disclosure Guidance and
Transparency Rules), the Group does not undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Past
performance cannot be relied on as a guide to future performance.
The content of websites referred to in this announcement does not
form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
AGRCKFDPQBKDNAB
(END) Dow Jones Newswires
June 28, 2019 10:57 ET (14:57 GMT)
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