Polymetal International plc: Proposed divestment of Polymetal Group’s Russian business and notice of General Meeting
Source: EQS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF AIFC MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THIS ANNOUNCEMENT IS THE SUMMARY OF THE PROPOSED TRASACTION. FOR MORE INFORMATION SHAREHOLDERS ARE URGED TO READ THE SHAREHOLDER CIRCULAR PUBLISHED TODAY (THE “CIRCULAR”) AS A WHOLE AND IN ITS ENTIRETY. UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS WITHIN THIS ANNOUNCEMENT HAVE THE SAME MEANING AS DEFINED IN THE CIRCULAR. Proposed divestment of Polymetal Group’s Russian business and notice of General Meeting“The Board, the Special Committee and the management team of the Group are set to deliver on our commitment to restore shareholder value and re-set Polymetal’s strategy by selling the Russian business of the Group. A quick, transparent, and sanctions-compliant exit under the terms of the proposed Transaction serves the interests of all stakeholders. The completion of the divestment will allow the Group to de-risk the Company’s business, deliver stable cash flows and pursue new investment opportunities. The Board recommends shareholders to vote for the proposed resolution”, said The Transaction will result in the Company focusing on its operations in On Completion is subject to certain conditions precedent, including receipt of required regulatory approvals and shareholder approval. The Company anticipates that Completion will occur by the end of Key terms The Transaction will be effected through a sale of 100 per cent. of the share capital of JSC Polymetal (“Polymetal Russia”) to JSC Mangazeya Plus (the “Purchaser”). The Transaction values the Russian business at approximately
All payments under the Transaction will be in Russian roubles through non-sanctioned financial institutions. Based on the above, the net after-tax cash proceeds from the Transaction receivable by the The Transaction with the Purchaser includes several important provisions that go a long way to meet the Company’s goals of achieving a quick, clean and sanctions-compliant exit from its Russian operations in a manner which assures the commercial efficiency of processing Kyzyl concentrate into gold dore bars. In particular:
The Transaction values Polymetal Russia at 5.3x EV/EBITDA based on Adjusted EBITDA of Polymetal Russia for the 12 months ended Rationale for the Transaction The Board considers that the Transaction presents the most viable opportunity for the Group to restore shareholder value by removing or substantially mitigating critical political, legal, financial and operational risks to the The announcement of the Transaction is the result of a review initiated by the Board following the commencement of the The Board, together with the Special Committee (which was established to ensure full and comprehensive compliance with US sanctions and to develop appropriate responses) and external legal counsel, undertook a strategic process to review all possible options in respect of Polymetal Russia in order to restore value for Polymetal shareholders and de-risk its ongoing operations. The Board believes the current structure of the Group continues to expose the Company to unacceptable levels of risk associated with its Russian operations and risks full destruction of value of Polymetal Russia to Shareholders. The main considerations on which the Board has focused include:
Furthermore, for so long as the Designation is in force and the Company has material exposure to Therefore, the expedited divestment, as contemplated by the Transaction, is essential for:
Due to the extreme difficulty and related uncertainty of executing any alternative transaction, and the very material risk that the current structure poses to the Group, the Board, with the support of the Special Committee, considers that the Company’s divestment of Polymetal Russia, as proposed by the terms of the Transaction, presents Shareholders with the preferred outcome to preserve value within the The Board and the Special Committee each considers that the Transaction and the passing of the Resolution are in the best interests of the Company and the Shareholders taken as a whole. Accordingly, the Board recommends that Shareholders, to the extent they are able to do so, vote in favour of the Resolution to be proposed at the General Meeting. The Purchaser The Purchaser is JSC Mangazeya Plus, an entity established for the purpose of the Transaction by Mangazeya Mining. As at the date of this announcement, and so far as the Company is aware based on due diligence, neither the Purchaser nor the founder and owner have been designated under EU, If Completion occurs, the It will comprise the following producing assets with the total Ore Reserve base estimated at 11.3 Moz of
In 2023, the Polymetal Retained Group’s production was 486 Koz of After Completion, the General Meeting Despite the Company not being obliged to seek shareholder approval under the AIFC MAR rules or any applicable regulatory requirements applicable to the The General Meeting will be held at 11:00 a.m. (Astana Time) on Thursday Voting will commence shortly after publication of this announcement. Further details of the ways to vote and Notice of General Meeting can be found in the Circular. The vote of Shareholders is important. If the Resolution is not passed, the Transaction will not go ahead and the current structure of the Shareholders are advised to consult their own legal advisers on compliance with sanctions to which they may be subject or of which they may be unaware as to the application of such sanctions in connection with the Transaction. In particular, to ensure compliance with US sanctions, Shareholders who are US persons should not exercise their vote in respect of the Resolution. Shareholder Circular The Circular describes the background to, and reasons for, the Transaction, and explains why the Board, with the support of the Special Committee, considers the Transaction to be in the best interests of the Company and Shareholders as a whole and recommends that Shareholders, to the extent they are able to do so, vote in favour of the Resolution. Shareholders are urged to read the Circular as a whole and its entirety. A copy of this announcement and the Circular are available at the Company's website: https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/. Transaction timetable
The above times refer to Astana time. 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 the Company website or as otherwise may be required under the AIFC Laws and the AIX Business Rules. Analyst & Investor Briefing The Company will be hosting an Analyst and Investor Briefing webcast today at 15:00 Astana time ( At the event, To join the webcast please follow the link: https://streamstudio.world-television.com/CCUIv3/login.aspx?ticket=1451-2739-39090&target=en Webcast participants will be able to ask questions via live chat. A recording of the event will be available at the webcast link above and on the Company’s website soon after the event. Enquiries
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.
[1] The effective total consideration is set out in US dollars for presentational purposes. Amounts comprised within the valuation are based on currency exchange rates and outstanding loan and cash balances of Polymetal Russia as of [2] The dividend expressed in is payable in RUB based on the RUB equivalent of [3] The intra-group indebtedness is set out in US dollars for presentational purposes using the exchange rate and outstanding intra-group loan balance as of [4] The cash consideration is payable in Russian roubles based on the Russian roubles equivalent of [5] The net debt of Polymetal Russia is presented in USD for indicative purposes based on currency exchange rates and the net debt of Polymetal Russia as of [6] Unaudited management accounts. [7] Based on unaudited management accounts. File:
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