Polymetal International plc (POLY) Polymetal: Proposed
re-domiciliation to the AIFC (?azakhstan) and notice of General
Meeting 10-May-2023 / 09:00 MSK
-----------------------------------------------------------------------------------------------------------------------
Release time IMMEDIATE LSE, MOEX, AIX: POLY
ADR: AUCOY
Date 10 May 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 (AMMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").
Polymetal International plc
Proposed re-domiciliation to the AIFC (?azakhstan) and notice of
General Meeting.
Polymetal International plc ("Polymetal", the "Company" or the
"Group") announces today its intention to re-domicile to the Astana
International Financial Centre ("AIFC") in Kazakhstan, which is
subject to shareholder approval. An explanatory shareholder
circular and notice of General Meeting will be published
shortly.
"Today we are asking for support from our shareholders for the
Company's proposed re-domiciliation to the AIFC which the Board and
I believe is a necessary and critical first step to preserve
Polymetal's business continuity and restore shareholder value in
the current environment.
As a consequence of the re-domiciliation, our shares will not be
able to meet the basic requirements to maintain trading in London.
While the Board and the management team have explored all potential
options to maintain the listing and trading on the LSE, none of
these options proved to be available at present or viable in the
long term. As a result, absent any alternative options, we are
forced to seek a suspension of trading on the LSE upon
re-domiciliation and will continue to pursue an orderly
cancellation of our listing. Following the re-domiciliation, our
primary listing will shift to the AIX.
The Board and our management team are committed to making every
effort to guide our shareholders through the upcoming changes as
smoothly as possible and minimise the disadvantages of leaving the
LSE.
The Board is of the view that all the proposed resolutions in
connection with the re-domiciliation are in the best interests of
the Company and its stakeholders, and encourage shareholders to
vote in favour. If they are passed, it will allow the Company to
remove the burden of a number of significant restrictions and open
the way for further value-generating corporate actions", said
Vitaly Nesis, Group CEO, commenting on the proposed
re-domiciliation.
Background
Since the beginning of the Russia-Ukraine conflict in February
2022, the US, the UK and the EU (and other nations, such as Canada,
Switzerland, Australia, Japan and, relevant to the Company, the
Crown Dependency of Jersey) have each progressively imposed
sanctions on certain Russian persons, entities and sectors.
Russia has adopted its own set of counter-sanctions measures.
Such measures include the sanctioning of persons and entities
within jurisdictions on the "Unfriendly Countries List" under
Russian law. Specifically, on 7 March 2022 Jersey was included on
such list. Consequently, the Company, being established in an
Unfriendly Jurisdiction, is currently subject to Russian
counter-sanctions measures.
These sanctions have had an impact on the operations of the
Group as a whole. The designation of Jersey as an "Unfriendly
Jurisdiction" therefore places a significant restriction on the
ability of the Company to carry out customary corporate activity
with its Russian operations and, moreover, places a significant
risk on the continued existence of the Group in its current
form.
The Group complies rigorously with all relevant legislation and
has implemented comprehensive measures to observe all applicable
sanctions.
Re-domiciliation
In response to the situation, the Board has been considering
whether the best interests of the Company and Shareholders could
continue to be served whilst the Company's international
headquarters are incorporated in Jersey.
The Board has considered alternative jurisdictions to Jersey
where the Company's headquarters could be re-located, which is not
designated as an Unfriendly Jurisdiction and which has some nexus
to the operations of the Group.
Today, the Board is asking for the approval of the Shareholders
to re-domicile the Company from Jersey to the AIFC in
Kazakhstan.
The Board has considered various alternatives to the
Re-domiciliation, and various alternatives to the AIFC, including
the Dubai International Financial Centre, the Abu Dhabi Global
Market, and Hong Kong. The Board is of the view that the
Re-domiciliation is a necessary and critical step to preserve
shareholder value. In determining that the Re-domiciliation to the
AIFC is the preferred alternative, the principal focus of the Board
has been on the removal of as many Russian counter-sanction
restrictions as possible, in a legal forum that offers shareholders
as much similarity to the status quo as possible. The ability to
migrate the Company with continuing assets and liabilities, rather
than the need to establish a new corporate structure, was also a
determining factor such that any such migration would be in
conformity with Russian counter-sanctions measures.
Implementation of the Re-domiciliation will result in the
removal of the Company from the Jersey Register of Companies and
the transfer of the Company by way of continuation to, and its
registration in, the AIFC.
The decision of the Board to effect the Re-domiciliation is
subject to shareholder approval. Further information on the
Re-domiciliation and a notice of General Meeting is set out in a
shareholder circular, as outlined below.
Subject to the passing of the Resolutions and the satisfaction
of all conditions, the adoption of a set of New Articles in a form
compliant with the laws of the AIFC will take effect from
registration of the Company in the AIFC.
Impact of the Re-domiciliation on the London Listing
The Re-domiciliation, if approved, will result in the inability
of the Company to meet certain basic requirements for the Ordinary
Shares to continue to be admitted to trading on the Main Market of
the London Stock Exchange.
The Company has otherwise attempted to meet such requirements,
using depository interests or depositary receipts. Specifically,
the Company has attempted to secure the services of both a
depository interest provider and a depositary receipts provider
such that CREST members would be able to continue to hold interests
in Ordinary Shares in CREST. Whilst this process has been ongoing
since late 2022, as at the date of this announcement the Company
has been unable to secure such services. Providers have either been
unable or unwilling to provide such arrangements or where a
provider has been able to engage with the Company, they have been
unwilling to commit to maintain such services with respect to the
Group for the longer-term where, for example, a change in its asset
holding structure may occur subsequently. The Board is conscious
that any mitigation action pursued in this respect should not be of
a short-term nature or result in further difficulties in unwinding
such operations at a later date.
Consequently, if the Resolutions are passed, the
Re-domiciliation will result in the cessation of clearing through
CREST and although the Company continues to engage with the FCA in
respect of an orderly termination of the London Listing, until such
time that the Company will receive its approval, the Company will
apply to the FCA and/or LSE, as applicable, to suspend the London
Listing which the Board expects to be a precursor to the
termination of the London Listing.
Whether or not the London Listing is eventually terminated, and
its timing, cannot be assured and the Ordinary Shares may continue
to be suspended on the LSE for a prolonged period of time.
In order to provide the Shareholders with greater optionality in
the trading of Ordinary Shares, the Company continues to
investigate additional listing venues to support liquidity. Whilst
progress has been made, any such listings are subject to the review
and approval of eligibility by the relevant competent authority and
subject to compliance with any ongoing sanctions requirements.
Accordingly, there can be no assurance that any such venue is
agreed upon prior to or after the Effective Date.
Subject to the passing of the Resolutions, and following the
Effective Date, the Board currently expects to progress further
potential modifications to the asset holding structure of the Group
by jurisdiction. No decision has been taken as yet by the Company
with respect to such potential modifications and, consequently, the
approval of Shareholders in favour of the Re-domiciliation, and its
completion, does not assure Shareholders that a change of holding
structure will subsequently occur or be recommended to Shareholders
for their approval.
General Meeting
The decision of the Board to effect the Re-domiciliation, which
is subject to shareholder approval, has not been taken lightly.
The counter-sanctions against entities incorporated in
Unfriendly Jurisdictions (as well as risks of further
counter-sanctions which may be imposed) are significant, as are the
penalties for breach, severely risk the continued existence of the
Group in its current form and limit the Company's ability to
perform any type of corporate restructuring.
Under relevant Jersey and AIFC laws, the Re-domiciliation and
adoption of the New Articles are required to be approved by special
resolution of the Shareholders at a general meeting of the
Company.
The Company is convening a general meeting for 11 a.m. BST on 30
May 2023 at the offices of etc.venues, 8 Fenchurch Pl, London EC3M
4PB for shareholders to consider and, if thought fit, pass the
Resolutions.
Shareholder Circular
The Company will shortly publish a shareholder circular (the
"Circular").
Shareholders are urged to read the Circular as a whole and in
its entirety.
The Circular contains further information on the proposed
Re-domiciliation to the AIFC, the adoption of New Articles, the
consequences of any suspension, and potential later termination of
the London Listing, and a notice of General Meeting.
The Board considers that the Resolutions proposed at the
upcoming General Meeting in order to effect the Re-domiciliation
are in the best interests of the Company and its Shareholders as a
whole. Accordingly, the Board unanimously recommends Shareholders
to vote in favour of the Resolutions.
Unless otherwise defined herein, capitalised terms within this
announcement have the same meaning as defined in the Circular.
The Circular will be submitted to the National Storage Mechanism
and available shortly at: https://data.fca.org.uk/#
/nsm/nationalstoragemechanism.
A copy of this announcement and the Circular will also be
available at the Company's website: https://
www.polymetalinternational.com/en/investors-and-media/.
The Company will launch a microsite for the Re-domiciliation
later today available at: https://
www.polymetalinternational.com/en/re-domiciliation-agm/, which will
include all the key information for shareholders, including this
announcement, a copy of the Circular and a document of Frequently
Asked Questions. Shareholders may also contact the Company using
the dedicated shareholder helpline: +44 20 3576 2741 or
redom@polymetalinternational.com.
Timetable
The expected timetable for the Re-domiciliation is as follows
(references to times in this Document are to British Summer Time
("BST"), unless otherwise stated):
-- Publication of the Circular 10 May 2023
-- Latest time and date for receipt of Forms of Proxy 11 a.m. on
25 May 2023
-- General Meeting 11 a.m. on 30 May 2023
-- Announcement of results of General Meeting 30 May 2023
-- Notification to the Company's creditors informing them of the
proposed
continuation of the Company in the AIFC 31 May 2023
-- Submission of application to the Jersey Financial Services
Commission
requesting permission to continue operating in the AIFC by 22
June 2023
-- Receipt of conditional consent from the Jersey Financial
Services Commission
for the Company to continue operating in the AIFC by 6 July
2023
-- Receipt of consent from the AFSA for the Company to continue
operating in the
AIFC by 17 July 2023
-- Receipt of unconditional consent and formal certificate from
the Jersey
Registrar of Companies for the Company to continue operating in
the AIFC by 17 July 2023
-- Expected date of request to the FCA and/or the LSE, as
applicable, with
respect to any London Suspension 17 July 2023
-- Effective Date 17 July 2023
The above times and/or dates are 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.
Analyst & Investor Briefing
The Company will be hosting an Analyst and Investor Briefing
today at 10:00 BST (12:00 Moscow time, 15:00 Astana time) at the
offices of etc.venues, 8 Fenchurch Pl, London EC3M 4PB.
At the event, Vitaly Nesis, Group CEO, and Maxim Nazimok, CFO,
will further discuss the proposed Re-domiciliation to the AIFC, as
well as discuss the production results for the first quarter of
2023, which were also announced this morning.
To join the video webcast please follow the link:
https://event.on24.com/wcc/r/4215044/57F84C60B29C3706B85933B505CAF446.
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
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.
-----------------------------------------------------------------------------------------------------------------------
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.
-----------------------------------------------------------------------------------------------------------------------
ISIN: JE00B6T5S470
Category Code: MSCH
TIDM: POLY
LEI Code: 213800JKJ5HJWYS4GR61
OAM Categories: 2.2. Inside information
Sequence No.: 242497
EQS News ID: 1628641
End of Announcement EQS News Service
=------------------------------------------------------------------------------------
Image link:
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1628641&application_name=news
(END) Dow Jones Newswires
May 10, 2023 02:00 ET (06:00 GMT)
Polymetal (LSE:POLY)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Polymetal (LSE:POLY)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024