2 February 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO SO OFFER. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED IN CONNECTION WITH THE RIGHTS ISSUE AND NOT IN RELIANCE ON ANY INFORMATION IN THIS ANNOUNCEMENT. COPIES OF THAT PROSPECTUS ARE AVAILABLE FREE OF CHARGE TO ELIGIBLE PERSONS FROM THE COMPANY'S REGISTERED OFFICE. THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT OF ANY SECURITIES IN THE RUSSIAN FEDERATION.
Publication of Combined Prospectus and Circular
Further to the announcement earlier today, and as required by Listing Rules 9.6.1R and 9.6.3R and Prospectus Rule 3.2.1R, a copy of the combined prospectus and circular dated 2 February 2015 relating to the proposed 157 for 10 Rights Issue of up to 3,102,923,272 New Ordinary Shares at 5 pence per New Ordinary Share, Bond Exchange Offer and Consent Solicitation was approved today by the UK Listing Authority and has been published on the Group's website at www.petropavlovsk.net. A notice convening a General Meeting in relation to the Refinancing, to be held at 11.00am on 26 February 2015, will be posted to Shareholders shortly.
A copy of the Prospectus has been submitted to the National Storage Mechanism and will be available for inspection on the website at www.hemscott.com/nsm.
The Prospectus is available for viewing on the Company's website at http://www.petropavlovsk.net/en/refinancing.html and is also available for review at the Company's registered office at 11 Grosvenor Place, London SW1X 7HH, United Kingdom.
Alya Samokhvalova, Group Head of External Communications,
11 Grosvenor Place, London, SW1X 7HH
T: +44 (0) 20 7201 8900 | E: [email protected]
Bank of America Merrill Lynch
Joint Project Co-Ordinator and Corporate Broker
Simon Davy, Managing Director,
2 King Edward Street, London, EC1A 1HQ
T: +44 (0) 20 7995 3759 | E: [email protected]
Neil Bennett, Chief Executive Officer
Orion House, 5 Upper St Martin's Lane, London WC2H 9EA
T: +44 (0) 20 7379 5151 | E: [email protected]
Any defined terms used in this Announcement have the meaning given to them in the Definitions section of the Prospectus.
This announcement is for information purposes only and does not constitute an invitation or offer to buy, sell, issue, underwrite, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any Nil Paid Rights, Fully Paid Rights and New Ordinary Shares (the "Securities"), nor shall there be any sale of any Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for, any Securities in Australia, Canada, Japan, the Russian Federation (or to the benefit of an Russian person, except as may be permitted by Russian law), the Republic of South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. No public offering of any Securities referred to herein is being made in Australia, Canada, Japan, the Russian Federation, the Republic of South Africa or any other jurisdiction where such a public offering would be unlawful.
This announcement is not an offer of any Securities for sale in the United States. The Securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the United States in the US Securities Act and the rules and regulations thereunder. There has not been and will not be a public offer of the Securities in the United States.
The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of any Securities or possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The content of any websites referred to in this announcement does not form part of this announcement.
Capitalised terms not otherwise defined in this announcement have meanings given to them in Part 14 of the Prospectus.
This information is provided by RNS