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.
11 October 2023
Polymetal International plc (“Polymetal” or the “Company”) completes Exchange Offer, which was announced on 22 September 2022 and approved by Shareholders at the General Meeting on 12 October 2022.
Polymetal International plc and its Board of Directors are pleased to announce completion of the Exchange offer, which was announced on 22 September 2022 and approved by Shareholders at the General Meeting on 12 October 2022. In addition to 39,070,838 Ordinary Shares exchanged under the first tranche of the Exchange Offer on 9 December 2022, 2,543,840 Ordinary Shares, have been repurchased by the Company under the second tranche of the Exchange Offer by 11 October 2023 (the "Second Exchanged Shares"). A total of 41,614,678 Ordinary Shares have been exchanged at the Tender offer and are held in treasury.
The Second Exchanged Shares have been repurchased under the terms of the Exchange Offer as set out in the shareholder circular published by the Company on 22 September 2022 (the "Circular"). The Second Exchanged Shares have been repurchased in consideration for the issuance of Ordinary Shares under the AIFC Companies Regulations at the Registrar, on a one-for-one basis. The Second Exchanged Shares will enjoy the same rights and ISIN as, and be fungible with, the Ordinary Shares in all respects.
Following the repurchase of the Second Exchanged Shares and the issuance of the corresponding Ordinary Shares, the total number of voting rights in the Company is 473,645,141 Ordinary Shares at par value of US$ 0.03, each carrying one vote. The Company holds 41,614,678 Ordinary Shares in treasury, which do not enjoy any voting or economic rights. Polymetal intends to cancel these shares. However, such a cancellation is contingent upon the relaxation of the restrictions on NSD and until such time that the restrictions are relaxed, the Exchanged Shares will be held in treasury by the Company and will not be available for re-issue.
The above figure of 473,645,141 Ordinary Shares may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Polymetal under the Rule MDR3.3 of the AIX Market Disclosure Rules.
Unless otherwise defined herein, defined terms have the same meaning as those attributed to them in the Circular.
A copy of this announcement and further details of the Exchange Offer are available at the Company's website: https://www.polymetalinternational.com/en/investors-and-media/.