Polymetal International plc (POLY) Polymetal: Update on the
Company's Russian-registered subsidiary, JSC Polymetal 05-Jun-2023
/ 09:00 MSK
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Release time IMMEDIATE LSE, MOEX, AIX: POLY
ADR: AUCOY
Date 5 June 2023
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 ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK
DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR"). Polymetal International
plc
Update on the Company's Russian-registered subsidiary, JSC
Polymetal
Polymetal International plc (the "Company", the "Group" or
"Polymetal") wishes to provide a further update on the measures it
is taking with respect to its Russian operations following the
recent designation of the Company's subsidiary, JSC Polymetal (AO
Polymetal) by the U.S. Department of State.
Background
On 19 May 2023, JSC Polymetal (AO Polymetal), the holding
company for the Group's assets located in the Russian Federation,
and its subsidiaries were designated by the U.S. Department of
State pursuant to Executive Order 14024 for operating in the metals
and mining sector of the Russian economy. Following the
designation, and as previously announced by the Company, on 22 May
2023 the Board of Directors of the Company (the "Board") set up a
special committee of independent non-executive directors (the
"Special Committee") to ensure full and comprehensive compliance
with U.S. sanctions and to develop an appropriate response to
ensure that the external challenges facing the Company are
addressed in the best interests of the Company, its shareholders
and other stakeholders.
Today, the Special Committee provides an update on the latest
steps taken by the Company to ensure full and comprehensive
compliance with all applicable sanctions based on a thorough review
of the impact of the designation of JSC Polymetal on the Group and
recommendations of the Special Committee on advice from external
legal counsel.
Resignation of the Company's top management from all positions
at JSC Polymetal
-- Vitaly Nesis, Chief Executive Officer, and Maxim Nazimok,
Chief Financial Officer, have resigned from allexecutive positions
with, and terminated their employment at, JSC Polymetal and its
subsidiaries.
-- Both Vitaly Nesis and Maxim Nazimok retain their current
positions with the Company and will continue tofocus on the
operations of the Group's assets located in Kazakhstan, as well as
the re-domiciliation of the Companyto the Astana International
Financial Centre ("AIFC") in Kazakhstan as announced on 10 May
2023, and potentialseparation of the Group's assets by
jurisdiction, as soon as practicable following the re-domiciliation
and in fullcompliance with all applicable sanctions.
-- Pavel Danilin, the Group's Executive Vice President for
Strategic Development, has resigned from theCompany and JSC
Polymetal and its subsidiaries and terminated his employment with
the Group to pursue otheropportunities.
Ring-fencing the Group's Russian subsidiaries to ensure
sanctions compliance
-- Management of the Russian operations has been delegated to
the executives of JSC Polymetal.
-- Procedures have been implemented to ensure that any items
submitted for consideration of the Board andthe Special Committee
are screened for compliance with all applicable sanctions.
-- All service agreements between the Company and its
non-Russian subsidiaries, and JSC Polymetal and itssubsidiaries,
have been terminated.
-- All payments from the Company and its non-designated
subsidiaries under other inter-group agreements withJSC Polymetal
and its subsidiaries have been discontinued or suspended.
The Company, its Board, and the Special Committee continue to
ensure that the ongoing operations in Kazakhstan remain unaffected
and are reviewing potential restructuring of the current
arrangements for the processing of refractory ore mined at Kyzyl
deposit in Kazakhstan, with a view to ensure that none of its
subsidiaries in Kazakhstan are exposed to risk of sanctions
implications.
The Company is also evaluating the options to accelerate the
construction and commissioning of the Ertis POX facility in
Kazakhstan to sever fully the link between the Company's
subsidiaries in Kazakhstan and its blocked subsidiaries in the
Russian Federation.
Re-domiciliation
The shareholder circular published on 10 May 2023 (the
"Circular") clearly stated that the re-domiciliation is unanimously
recommended by the Board.
As announced on 30 May 2023, the relevant resolutions required
to implement the re-domiciliation were passed at the General
Meeting of shareholders on the same date. The re-domiciliation
continues to be subject to the satisfaction of certain other
conditions as set out in the Circular and will only proceed
provided the Board and the Special Committee can be assured at all
times of no risk of sanctions implications. As at the date hereof,
the Board continues to believe that the re-domiciliation is in the
best interests of the Company and its shareholders.
In light of the designation of JSC Polymetal, the Board and the
Special Committee, with the assistance of external legal counsel,
have conducted an extensive review of the impact of the designation
of JSC Polymetal on the re-domiciliation process. As at the date
hereof, based on advice from external legal counsel, the Company
believes that re-domiciliation is, and continues to be, in full
compliance with all applicable sanctions.
Subject to continuing sanctions compliance, relevant regulatory
approvals and satisfaction of the remaining conditions, the
re-domiciliation is expected to proceed as set out in the
Circular.
Strategic considerations on divestment of Russian assets
In the light of recent developments, and in the interests of
preserving shareholder value, the Board and the Special Committee
have decided to consider all possible options available for
divestment of JSC Polymetal and its subsidiaries.
Any potential transaction will be subject to receipt of any
required corporate, governmental, and regulatory approvals, in all
applicable jurisdictions, as necessary.
The Board and the Special Committee will provide an update by
the end of June 2023 regarding the ongoing assessment of the
possible options, if any, that are made available to the Company,
and any progress on the Company's strategic plans, save for any
material information or developments which may require an earlier
announcement.
The Company confirms that, unchanged to the announcement from 22
May 2023, neither the Company, its subsidiaries nor its affiliates
are designated as sanctions targets of the UK, the EU or the US,
with the exception solely of the Company's Russian subsidiaries
that are targeted by the U.S. blocking sanctions.
The Company and the Board reiterate that they take sanctions
compliance very seriously and are fully committed to ensure
rigorous compliance with all applicable laws and regulations,
including U.S. sanctions.
Enquiries
Investor Relations
Polymetal ir@polymetalinternational.com
Evgeny Monakhov +44 20 7887 1475 (UK)
+7 717 261 0222 (Kazakhstan)
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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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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