PR Newswire
London, May 25
NEWS RELEASE
For Immediate Release – May 25, 2018
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If any GDR Holder (as defined below) is in any doubt as to the contents of this notice or the action it should take or is unsure of the impact of the matters described herein, such GDR Holder is advised to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal adviser, accountant or other independent financial or legal adviser. Neither the Company nor the Depositary is providing GDR Holders with any legal, business, tax or other advice in this notice.
Public Joint-Stock Company Chelyabinsk Zinc Plant
(“PJSC CZP” or the “Company”)
Termination of the Company’s Global Depositary Receipts Programme (the “GDR Programme”)
Notice is hereby given to holders (“GDR Holders”) of the global depositary receipts issued pursuant to the Deposit Agreement (the “GDRs”), that on 25 May 2018, the Board of Directors of the Company resolved to approve, amongst other things, the following matters:
to convene the Company’s annual general shareholders meeting (the “AGSM”) on 30 June 2018 to consider, amongst other things, the following resolutions – on application of PJSC CZP to delist the Company’s shares (the “Shares”) from PJSC Moscow Stock Exchange (the “Share Delisting”), on application of PJSC CZP to the Bank of Russia to exempt the Company from the obligation to disclose the information pursuant to the laws of the Russian Federation on securities, and on making amendments to the charter of PJSC CZP eliminating the indication that the Company is a public one (the “Share Delisting Resolution”); and
as a result of a significant decrease of the free float of the GDRs on the London Stock Exchange, the Board of Directors believes that the GDR Programme is no longer one of the Company’s business priorities. It was therefore resolved to terminate the GDR Programme and to delist any outstanding GDRs which are listed on Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange (the “GDR Programme Termination”).
Russian Buy-Back
If the Share Delisting Resolution is validly passed at the AGSM, shareholders who voted against the Share Delisting Resolution, or who did not participate in the voting, will have the right to require the Company to buy back their Shares pursuant to Articles 75 and 76 of Russian Federal Law No. 208-FZ “On Joint-Stock Companies” dated 26 December 1995 (the “Russian Buy-Back”).
The Board of Directors resolved at its meeting on 25 May 2018 that the Company would buy back Shares pursuant to the Russian Buy-Back at a price equal to Russian Roubles (“RUB”) 633,14 (six hundred thirty three Russian Roubles fourteen kopecks) per Share (as further described in the Company’s separate announcement published today).
Process of the GDR Programme Termination
In connection with the GDR Programme Termination, the Company has given notice to the Depositary and the Custodian to terminate the GDR Programme in accordance with the terms of the Deposit Agreement. Accordingly, the GDR Programme will terminate with effect from 23 August 2018 (the “GDR Programme Termination Date”).
In accordance with Listing Rule 5.2.8R, the Company will notify the UKLA and the London Stock Exchange of the GDR Programme Termination such that the listing and admission to trading of any outstanding GDRs will terminate on the GDR Programme Termination Date.
Options available to GDR Holders
In connection with the GDR Programme Termination, the following options are available to GDR Holders:
Expected Timetable of Principal Events
Notice of the GDR Programme Termination | 25 May 2018 |
Record Date for voting at the AGSM[1] | 6 June 2018 |
AGSM | 10:00 a.m. (GMT+5) on 30 June 2018 |
Submission of buy-back applications by the shareholders in the course of the Russian Buy-Back | 1 July 2018 to 14 August 2018 |
Payment for the Shares pursuant to the Russian Buy-Back | 15 August 2018 to 13 September 2018 |
GDR Programme Termination Date and delisting of the GDRs from the London Stock Exchange | 23 August 2018 |
Anticipated Payment to Depositary for subsequent distribution to GDR Holders who remain GDR Holders as at the GDR Programme Termination Date | No later than 13 September 2018 |
Delisting of Shares from Moscow Stock Exchange and termination of trading | Expected to be mid-October 2018 |
Each GDR Holder is advised to check with any broker, dealer, bank, custodian, trust company or other nominee or intermediary or clearing system through which it holds GDRs when such intermediary would require receipt of instructions from a GDR Holder in order for that GDR Holder to be able to comply with any of the deadlines specified in this notice. The deadlines set by any such intermediary will be earlier than the relevant deadlines specified in this notice.
Definitions
Capitalised terms used in this notice but not defined have the meanings give to them in the Deposit Agreement dated 20 September 2006 between the Company and the Depositary relating to the GDR Programme (the “Deposit Agreement”).
Inside Information
This notice relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article 7(i) of the EU Market Abuse Regulation.
Enquiries
For further information, please visit zinc.ru or contact:
The Company’s Department of Legal and Property Relations: eib@zinc.ru
About the Company
Chelyabinsk Zinc Plant is the leading Russian zinc producer. In 2017 the plant produced 183,002 tonnes of saleable SHG zinc.
According to consolidated IFRS accounts, revenue in 2017 was RUB 38,548 mln and EBITDA was RUB 9,266 mln.
CZP ordinary shares are traded on the Moscow exchange under ticker CHZN and Global Depositary Receipts (GDR) are traded on the London Stock Exchange under ticker CHZN.
Investor and Media Contacts:
Natalya Vasilieva, PR, ngv@zinc.ru
Tel: +7 (351) 799-01-52
[1] Only those shareholders who are included in the list of persons entitled to participate in the AGSM (which will be put together as of the Record Date) and who voted against the Share Delisting Resolution, or who did not participate in the voting, will be entitled to request the Company to buy-back their respective Shares.
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