Polymetal International plc (POLY) Polymetal: Offer to exchange
certain shares currently affected by the EU asset freeze on NSD and
Notice of General Meeting 22-Sep-2022 / 09:01 MSK Dissemination of
a Regulatory Announcement, transmitted by EQS Group. The issuer is
solely responsible for the content of this announcement.
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Release time IMMEDIATE LSE, MOEX, AIX: POLY
ADR: AUCOY
Date 22 September 2022
Polymetal International plc Offer to exchange certain shares currently affected by the EU asset freeze on NSD and Notice of General Meeting
Polymetal announces its intention to conduct an offer to
exchange certain eligible shares in consideration for certificated
shares, subject to shareholder approval at a General Meeting which
will be held at 10 am (BST) on Wednesday 12 October 2022 at
etc.venues Fenchurch Street, 8 Fenchurch Pl, EC3M 4PB, London.
On 3 June 2022, the EU imposed sanctions on the National
Settlement Depository ("NSD"), which effectively blocked the
operations between Euroclear and NSD. Euroclear is the operator of
CREST, the relevant system for paperless settlement of share
transfers and the holding of shares in uncertificated form.
As a result of the sanctions, shareholders who hold their shares
through NSD (which the Company estimates to be, in aggregate,
approximately 22% of the Company's issued share capital), have been
unable to receive dividends and/or take part in any corporate
actions of the Company.
On 23 June 2022, the Board announced that it was consulting with
its legal advisors and regulators to confirm the outcome of
sanctions imposed by the EU and evaluate measures that could be
taken to re-enfranchise shareholders affected by the sanctions in
order to restore their respective economic and voting rights in the
Company. The Company has sought potential solutions that would
ensure that such measures do not affect the rights attached to
Ordinary Shares held by all other shareholders in all respects.
Until a solution is found, the Board is not minded to propose any
corporate action or dividend in which such a sizeable proportion of
the Company's shareholder base cannot participate.
Today, the Board announces its intention to conduct an exchange
offer. The exchange offer invites shareholders whose rights have
been affected by the sanctions imposed on NSD, subject to
fulfilling eligibility criteria, to tender such shares for exchange
in consideration for the issuance of a certificated share, on a
one-for-one basis.
Eligible shareholders who successfully participate in the
exchange offer will regain the enjoyment of their rights in the
Company, albeit where such rights are evidenced in certificated
form. The certificated shares will have the same rights and ISIN
as, and be fungible with, the Ordinary Shares in all respects,
including ranking equally for dividends.
At this time, due to restrictions imposed by securities laws and
sanctions applicable to the jurisdictions in which the Company
operates, the Board is unable to extend this facility to all
shareholders affected by the imposition of such sanctions.
Specifically, shareholders who are resident in, incorporated in,
established in, or citizens of, Russia (including those with a
second citizenship outside Russia) will not be eligible to
participate in the exchange offer. Consequently, the Board
understands that approximately 11% of the Company's issued share
capital may not be eligible for exchange under the Exchange
Offer.
Under relevant Jersey laws, the manner in which the Exchange
Offer is being conducted, requires the approval in general meeting
of shareholders. The exchange offer is therefore subject to the
passing of all relevant resolutions, at a General Meeting of the
Company, by the shareholders who are eligible to vote on the
resolutions. Shareholders from whom shares are exchanged are not
entitled to vote those shares on certain of the resolutions,
however, with respect to those resolutions, they are entitled to
vote any shares that are not exchanged in the exchange offer.
All resolutions for consideration at the General Meeting will be
decided on a poll rather than a show of hands. Shareholders are
strongly encouraged, regardless of the number of shares owned, to
complete, sign and return the Form of Proxy appointing the Chair of
the General Meeting as proxy. This will ensure that the vote is
counted even if the shareholder is unable to attend.
The Directors consider that the Exchange Offer is in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend shareholders to
vote in favour of the resolutions.
Further details of the exchange offer can be found in the
combined shareholder circular and notice of General Meeting (the
"Circular"), which has been published today.
The following documents have been posted or made available to
shareholders today:
-- The Circular;
-- The Tender Form;
-- Form of Proxy for the General Meeting; and
-- Notice of Availability.
The expected timetable for the General Meeting and Exchange
Offer is as outlined below:
2022
Exchange Offer opens 22 September
Latest time and date for receipt of tender forms and
accompanying documentation by 4 p.m. on 6 October
Exchange Offer closes 4 p.m. on 6 October
Record Date for the Exchange Offer 5 p.m. on 6 October
Latest time and date for receipt of Proxy forms1 by 10 a.m. on
10 October
General Meeting 10 a.m. on 12 October
Announcement of results of General Meeting 12 October
Notification to participating shareholders of any other
information required 13 October
Response to additional information requests of the Company by 4
p.m. on 20 October
Notification to participating shareholders of successful tenders
13 October to 11 November
Latest time for completion of individual exchanges up to 18
November
Announcement of results of each exchange up to 21 November
The above times and/or dates may be subject to change by the
Company and in the event of any such change, the revised times
and/or dates will be notified to shareholders by an announcement
through a Regulatory Information Service.
References to times in this announcement are to British Summer
Time.
(1) CREST members and, where applicable, their CREST sponsors or
voting service providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitation of the
CREST system and timings and to the relevant website at
www.euroclear.com.
Unless otherwise defined herein, defined terms have the same
meaning as defined in the Circular.
In accordance with Listing Rule 9.6.1R, a copy of the Circular
and the Proxy Form in unedited full text have been submitted to the
Financial Conduct Authority and will shortly be available on the
National Storage Mechanism at https:/
/data.fca.org.uk/#/nsm/nationalstoragemechanism
Copies of all the above documents are also available on the
Company's website at https://
www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/
The Company has published FAQs on its website which can be found
at: https://www.polymetalinternational.com/en/
investors-and-media/shareholder-centre/general-meetings/
Enquiries
Media Investor Relations
FTI Consulting Polymetal ir@polymetalinternational.com
Leonid Fink +44 20 3727 1000 Evgeny Monakhov
Timofey Kulakov +44 20 7887 1475 (UK)
Viktor Pomichal Kirill Kuznetsov
+7 812 334 3666 (Russia)
FORWARD-LOOKING STATEMENTS
This release may include statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements speak only as at the date of this release. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the words "targets",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or "should" or similar expressions
or, in each case their negative or other variations or by
discussion of strategies, plans, objectives, goals, future events
or intentions. These forward-looking statements all include matters
that are not historical facts. By their nature, such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the company's
control that could cause the actual results, performance or
achievements of the company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the company's present and
future business strategies and the environment in which the company
will operate in the future. Forward-looking statements are not
guarantees of future performance. There are many factors that could
cause the company's actual results, performance or achievements to
differ materially from those expressed in such forward-looking
statements. The company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based.
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