3 Jul 2019 13:41
OPTIONAL REDEMPTION NOTICE
PETROPAVLOVSK 2010 LIMITED(incorporated with limited liability in Jersey with registered number 104830)(the "Issuer")
in respect of its outstandingUS$100,000,000 9 per cent. Guaranteed Convertible Bonds due 2020 (the "Bonds") guaranteed by Petropavlovsk PLC (the "Guarantor")
ISIN: XS1201840326 | Common Code: 120184032 |
The Issuer hereby gives notice to holders of the outstanding Bonds (the "Bondholders") that the Issuer has elected to exercise its option to redeem the outstanding Bonds pursuant to Condition 9(b) (Redemption at the Option of the Issuer) of the Bonds. Capitalised terms used but not defined in this Notice have the same meanings given in the terms and conditions of the Bonds set out in the trust deed constituting the Bonds dated 18 March 2015 and supplemented on 27 June 2019 between the Issuer, the Guarantor and Apex Corporate Trustees (UK) Limited (formerly Capita Trust Company Limited) as trustee for the Bondholders.
The Issuer's invitation to repurchase any and all of the outstanding Bonds (the "Repurchase") and the related issue of new U.S.$125,000,000 8.25 per cent. guaranteed convertible bonds due 2024 were settled on 3 July, pursuant to which U.S.$77,810,000 in aggregate principal amount of Bonds were repurchased and cancelled by the Issuer, and the aggregate principal amount of the Bonds outstanding following such settlement is U.S.$22,190,000. The Issuer will redeem the outstanding Bonds on 9 July 2019 (the "Optional Redemption Date") in accordance with the terms of Condition 9(b) (Redemption at the Option of the Issuer) and will also make an additional payment to the holders of the outstanding Bonds so that such holders receive in total the amount of U.S.$1,080 per U.S.$1,000 in outstanding principal amount of such Bonds, being equal to the price paid to Bondholders who validly tendered their Bonds for purchase pursuant to the Repurchase, plus accrued but unpaid interest from and including 18 June 2019, being the immediately preceding interest payment date applicable to the Bonds, to but excluding the Optional Redemption Date.
The last date on which Conversion Rights are exercisable in respect of the Bonds is 4 July 2019 at an Exchange Price of £0.0826 (which, on the basis of the Fixed Rate of Exchange of £1.00 = U.S.$1.5171, is equal to U.S.$0.1253) per Ordinary Share in the Guarantor. The closing price on 2 July 2019 of the Ordinary Shares, which are admitted to the premium listing segment of the official list maintained by the Financial Conduct Authority and admitted to trading on the regulated market of the London Stock Exchange plc, was £0.0934 per Ordinary Share.
This notice relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
This Notice is given by:
Petropavlosk 2010 Limited
13-14 Esplanade
St Helier
Jersey JE1 1BD
Channel Islands
3 July 2019