Polymetal International plc (POLY) Polymetal: Update on the
Russian-registered JSC Polymetal 22-May-2023 / 09:00 MSK
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Release time IMMEDIATE LSE, MOEX, AIX: POLY
ADR: AUCOY
Date 22 May 2023
Polymetal International plc
Update on the Russian-registered JSC Polymetal
Polymetal International plc (the "Company" or "Polymetal")
wishes to provide an update and clarify the position on the
designation by the U.S. Department of State of JSC Polymetal (AO
Polymetal) on 19 May 2023.
On 19 May 2023, the U.S. Department of State designated JSC
Polymetal (AO Polymetal), the Company's subsidiary in the Russian
Federation, pursuant to Executive Order 14024 for operating in the
metals and mining sector of the Russian economy. As a result of
this designation, JSC Polymetal has been added to the Specially
Designated Nationals and Blocked Persons List ("SDN List") and U.S.
persons are prohibited from transacting with JSC Polymetal and any
entities that are owned, directly or indirectly, 50 percent or
more, by JSC Polymetal, including its Russian-registered
subsidiaries.
JSC Polymetal is a legal entity registered in the Russian
Federation which acts, amongst other things, as the holding company
for the Group's assets located in the Russian Federation. JSC
Polymetal does not have any operations outside of the Russian
Federation.
For the avoidance of doubt, there is no prohibition on dealings
by U.S. persons or otherwise with the Company, its non-blocked
subsidiaries, or non-blocked affiliates, i.e., with any
subsidiaries and affiliates of the Company outside the Russian
Federation, to the extent such dealings do not involve, directly or
indirectly, any blocked person, any interest in property of any
blocked person, or any other activities otherwise prohibited
pursuant to any OFAC sanctions authorities or other relevant
authority.
The Office of Foreign Assets Control of the U.S. Department of
the Treasury ("OFAC") has expressly stated, through the issuance of
a specific FAQ (https://ofac.treasury.gov/faqs/1129), that the
blocking sanctions, issued on 19 May 2023, apply only to JSC
Polymetal and certain entities owned by JSC Polymetal as set out
above. This statement by OFAC also makes clear that neither the
Department of State nor OFAC have designated the Company (being
Polymetal International plc as the parent company of JSC
Polymetal), or its non-Russian subsidiaries.
OFAC has also stated within this FAQ that, based on information
available to OFAC, "Polymetal International PLC is not owned 50
percent or more by blocked persons or otherwise considered the
blocked property of any blocked persons". As a result, the Company
and its non-Russian subsidiaries are NOT subject to blocking
sanctions.
Neither the Company, its subsidiaries nor its affiliates are
designated as sanctions targets of the UK or the EU, with the
exception solely of the Company's Russian subsidiaries that are
targeted by the OFAC blocking sanctions outlined above.
The Company and the board of directors (the "Board"), which is
composed of a majority of independent non-executive directors, have
had extensive discussions since the announcement of the U.S.
designation and over the weekend to determine the necessary actions
required to ensure full and comprehensive compliance with the
imposed sanctions. The Board, acting in accordance with the
Company's articles of association, has set up a special committee
comprising solely of independent non-executive directors to ensure
that the external challenges facing the Company are addressed in
the best interests of the Company, its shareholders and other
stakeholders. The Company and the Board continue to work with
external legal advisers to assess the impact of the designation of
JSC Polymetal on the Company and the Group, and to ensure that the
Group's operations in Kazakhstan remain unaffected by these
sanctions. The Company and the Board intends to continue seeking
legal advice and will fully cooperate with the relevant authorities
throughout this process.
The Company and the Board take sanctions compliance very
seriously and are fully committed to ensure rigorous compliance
with all applicable laws and regulations, including U.S.
sanctions.
The special committee of the Board, the Board and the Company
(as appropriate) intends to provide an update regarding the ongoing
assessment of these matters in two weeks, save for any material
information or developments which may require a sooner
announcement.
General Meeting
The Company remains committed to pursue its re-domiciliation to
the AIFC and further explore opportunities to restore shareholder
value, including any separation by jurisdiction of the Group's
assets, as soon as practicable, following the re-domiciliation,
subject always to compliance with all applicable laws, including
sanctions and counter-sanctions.
For the avoidance of doubt, the latest time and date for receipt
of proxy forms and the time and date of the General Meeting remains
unchanged. The General Meeting to be convened in connection with
the re-domiciliation will be held at 11 a.m. on 30 May 2023 at the
offices of etc.venues, 8 Fenchurch Pl, London EC3M 4PB.
The Company has clearly stated in the related circular
(published on 10 May 2023) (the "Circular") that the
re-domiciliation is unanimously recommended by the Board and,
subject to shareholder approval and satisfaction of certain other
conditions as set out in the Circular, will proceed provided the
Board can be assured at all times of continuing compliance with all
applicable sanctions. The Company and the Board continues to work
with their legal advisers in order to be able to give that
assurance. As at the date hereof, this recommendation remains
unchanged. Subject to continuing sanctions compliance, shareholder
approval at the upcoming General Meeting and satisfaction of the
remaining conditions, the re-domiciliation is expected to proceed
as set out in the Circular.
Further announcements will be made as and when necessary.
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, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: JE00B6T5S470
Category Code: MSCH
TIDM: POLY
LEI Code: 213800JKJ5HJWYS4GR61
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 245142
EQS News ID: 1637775
End of Announcement EQS News Service
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May 22, 2023 02:00 ET (06:00 GMT)
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