This website contains information and documentation related to the publication by Polyus Service Limited Liability Company (“Polyus Service”), a wholly owned subsidiary of Public Joint Stock Company Polyus (“Polyus”), of the Tender Offer Memorandum, dated November 24, 2020 (“Tender Offer Memorandum”), to holders of ordinary shares with a par value of 1 Russian Ruble each of Polyus (the “Ordinary Shares”) including Ordinary Shares represented by Regulation S and Rule 144 Global Depositary Shares (“GDSs”) and Level I American Depositary Shares (“ADSs” and, together with GDSs, “DSs”) with two GDSs or two ADSs representing one Ordinary Share, informing such holders on the terms and conditions of submission of tenders with respect to their Ordinary Shares and/or the DSs up to an aggregate of 317,792 Ordinary Shares, including Ordinary Shares represented by DSs, at a purchase price determined pursuant to the Tender Offer Memorandum, upon the terms and subject to the conditions set forth in the Tender Offer Memorandum (the “Tender Offer”) and, in the case of Ordinary Shares, in the related Ordinary Shares Letter of Transmittal, and, in the case of DSs, the DS Corporate Action Notice.
Final Results of the Tender Offer
Results of tenders pursuant to the Tender Offer
Tender Offer Memorandum
Ordinary Shares Letter of Transmittal
DS Letter of Transmittal for Russian Currency Residents
DS Corporate Action Notice
Tax Information Memorandum
Any information in this website in respect of DSs is addressed in the Russian Federation solely to persons who are “qualified investors” as defined in the Russian Federal Law No. 39-FZ On the Securities Market dated April 22, 1996 (as amended) and does not constitute an advertisement of securities in the Russian Federation.
The information contained in this website is restricted and is not for release, publication to, distribution in, or into, any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The information contained in this website does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful.
THE INFORMATION CONTAINED IN THE TENDER OFFER MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES AND DSs REPRESENTING ORDINARY SHARES OF POLYUS. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED THEREIN CONSTITUTE AN OFFER (“OFERTA”) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR A VOLUNTARY TENDER OFFER OR MANDATORY TENDER OFFER UNDER RUSSIAN LAW OR AN AUCTION UNDER ARTICLES 447-449 OF THE CIVIL CODE OF THE RUSSIAN FEDERATION AND APPLICABLE RUSSIAN LAW. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER DESCRIBED THEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR PUBLIC CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. GDSs AND ADSs, TO WHICH THE TENDER OFFER RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW NO. 39 FZ “ON THE SECURITIES MARKET”, DATED APRIL 22, 1996 (AS AMENDED) (THE “RUSSIAN SECURITIES MARKET LAW”). THE TENDER AND PURCHASE OF DSs WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE TENDER OFFER MEMORANDUM. ANY INFORMATION IN THE TENDER OFFER MEMORANDUM AND RELATED DOCUMENTS IN RESPECT OF DSs IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE “QUALIFIED INVESTORS” AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW.
The Tender Offer Memorandum is not a tender notice (public tender notice), nor aimed at entering into agreements for the purchase of securities at public sales, including by means of an auction, public tender or by other means envisaged by the legislation of the Russian Federation. Neither the Tender Offer Memorandum nor the share purchase agreements in respect of Ordinary Shares, if entered into, are or may be viewed as public contracts and/or contracts of adhesion. Neither the Tender Offer Memorandum nor the information contained therein constitutes or is intended for the public placement or circulation of the securities of foreign issuers in the Russian Federation. Neither the DSs, nor any document to which the Tender Offer relates, have been or will be registered with the Central Bank of Russia and are not intended for placement, public placement or public circulation in the Russian Federation. Any information in the Tender Offer Memorandum, which relates to the DSs and/or the tender of the DSs, is addressed in the Russian Federation solely to persons who are “qualified investors” as defined in the Russian Securities Market Law or persons outside the Russian Federation.
United States. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE TENDER OFFER OR DETERMINED WHETHER THE TENDER OFFER MEMORANDUM IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
The Tender Offer is subject to disclosure requirements which are different from certain U.S. disclosure requirements. In addition, U.S. investors should be aware that the Tender Offer Memorandum has been prepared in accordance with a format and style which differ from the U.S. format and style. The payment and settlement procedure with respect to the Tender Offer for Ordinary Shares will comply with the relevant Russian rules which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of the consideration.
United Kingdom. The Tender Offer Memorandum has been issued by, and is the sole responsibility of, Polyus Service. The Tender Offer Memorandum, and any investment activity to which it relates, is available only to (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies falling within Article 49(2)(a) to (d) of the Order or (iv) persons within the scope of Article 43 of the Order or (v) any other persons to whom it may otherwise lawfully be made under the Order (all such persons together being referred to as “relevant persons”). The Tender Offer Memorandum may not be acted or relied on in the United Kingdom by anyone who is not a relevant person.