Polyus announces new consent solicitation for three series of notes

By Mary-Katherine Stinson

Lexington, Ky., July 20 – Polyus Finance plc began a new consent solicitation for three series of notes to approve the amendment and waiver of certain terms and conditions, paying agency agreements and, in the case of one series, to replace the trustee, according to a multiple notices on Wednesday.

The consent solicitation concerns Polyus’ $330,007,000 outstanding 5¼% guaranteed notes due 2023 (ISINs: XS1533922933, US73180YAC84), $322,604,000 outstanding 4.7% guaranteed notes due 2024 (ISINs: XS1713474325, US73181LAA98) and $700 million outstanding 3¼% guaranteed notes due 2028 (ISINs: XS2396900685, US73181LAB71).

The consent solicitation expires at 12 p.m. ET on July 27.

No consent fee will be paid.

Holders of at least 75% of the principal amount of the outstanding notes must approve for the proposals to take effect. Once delivered, consents are irrevocable.

The issuer is seeking consent to amend the term and paying agent agreements to allow principal and interest payments in rubles only using the official exchange rate of the Central Bank of Russia and provide that all payments may be made in alternate currencies including the euro, sterling, or franc in the event they cannot be paid in U.S. dollars. The issuer would retain the option to make payments in U.S. dollars to certain noteholders.

Consent is also being sought to extend the grace period during which a failure to pay could be remedied before a default occurs to 30 days from five business days in the case of principal payments and 10 business days in the case of interest or other amounts.

Additionally, consent is sought to enable cancellation of the notes that may be purchased by the group which has become limited by current restrictions and to amend the trust deed to allow the 2023 notes and the 2024 notes to be listed or admitted to trading on any stock exchange if the debt listing is revoked in the future by the London Stock Exchange due to sanctions.

This comes on the heels of the previous consent solicitation regarding the same notes which expired July 14. As previously reported on July 1, the current trustee for three series of the issuer’s notes had notified the issuer on May 9 that it was unable to continue acting as trustee due to restrictions and sanctions on certain Russian companies and individuals, sovereign debt restrictions and other sanctions.

However, the consent solicitation regarding a replacement trustee for the 2028 notes failed to reach the requisite minimum of 75% with Polyus only receiving consents from 65% of the noteholders in that case.

Therefore, this consent solicitation also asks noteholders to consent to the replacement of the trustee for the 2028 notes.

To deliver their consent noteholders must complete and sign the consent instruction and deliver it to the information and tabulation agent by registering on the consent solicitation website https://i2capmark.com/event-details/59/Holder/polyus-finance-plc and then uploading the completed consent instruction in pdf format.

The information and tabulation agent is i2 Capital Markets Ltd. (+44 20 3633 1212, info@i2capmark.com, https://i2capmark.com/event-details/ 59/Holder/polyus-finance-plc).

Questions can also be directed to the investor relations department of the company of PJSC Polyus (+7 495 641 33 77, ir@polyus.com).

London-based Polyus is a gold producer with mines in Russia and Kazakhstan.

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