EM-focused Polyus Gold given nod to sub out issuer for 5 5/8% notes

By Wendy Van Sickle

Columbus, Ohio, April 21 – Polyus Gold International Ltd. received sufficient noteholder consents at a meeting Thursday to modify its $750 million of outstanding 5 5/8% notes due 2020 guaranteed by JSC Polyus, according to a London Stock Exchange notice.

The issuer had proposed amendments that would provide the flexibility for a potential substitution of the issuer, which is the parent company of PJSC Polyus and JSC Polyus, for a new issuer.

Polyus Gold is considering its substitution as issuer under the notes after the delisting of its shares from the London Stock Exchange in 2015 and because PJSC Polyus is the holding and reporting company of the group, according to a company announcement.

Specifically, the issuer sought to amend the terms to allow a transfer of all of the issuer's rights and obligations under the notes to a new issuer as is permitted under the terms of its $500 million 4.699% guaranteed notes due 2022 and $800 million 5¼% guaranteed notes due 2023 and to align the circumstances in which a guarantee of the issuer's obligations under the notes may be provided by PJSC Polyus with those of the existing notes.

The terms currently permit the issuer to procure a further guarantee from the parent company. Under the newly passed changes changes, the parent company will be expected to provide a further guarantee within 180 days from the date of the noteholders' meeting and, if it is not provided by then, the noteholders may exercise a put option at 101% of par.

Holders who gave their consents before the early consent deadline of 11 a.m. ET on April 11 will receive $2.50 per $1,000 principal amount. Those who gave their consents after the early deadline will receive $1.50 per $1,000 principal amount.

The consent solicitation opened on March 27 and ended at 11 a.m. ET on April 18.

The record date was April 10.

Settlement is expected to occur no later than five business days after the announcement of the results of the meeting, the company noted.

J.P. Morgan Securities plc (+44 20 7134 2468 or em_europe_lm@jpmorgan.com), JSC Sberbank CIB (+7 495 787 2363 or liability_management@sberbank-cib.ru) and SIB (Cyprus) Ltd. (+357 22 419000) was the solicitation agents. D.F. King (+44 20 7920 9700, 212 269 5550, 866 829-0541, polyus@dfkingltd.com or https://sites.dfkingltd.com/polyus) acted as information and tabulation agent.

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

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