Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Proposed secondary placing of American Depositary Receipts in MMC Norilsk Nickel
20 July 2017
METALLOINVEST CYPRUS LIMITED (the "Seller"), an indirect subsidiary of Joint Stock Company "Holding Company "METALLOINVEST" ("Metalloinvest"), announces today its intention to sell 28,382,565 ordinary American Depositary Receipts of MMC Norilsk Nickel PJSC (the "Company") (the "ADRs"), representing approximately 1.79% of the Company's existing issued ordinary share capital, through a placing to institutional investors (the "Placement"). Following the Placement, the Seller is not expected to have any shareholding in the Company. The Company will not receive any proceeds from the Placement.
The ADRs will be offered to institutional investors (the "Placees") through an accelerated bookbuilding to be carried out by Deutsche Bank AG, London Branch ("Deutsche Bank") acting as Sole Bookrunner (the "Offering"). The book for the Offering will open with immediate effect.
The sale is subject to prevailing market conditions. The identity of Placees and the basis of the allocations are at the discretion of the Seller and Deutsche Bank. The price at which the ADRs are to be placed and the final number of the ADRs will be agreed by the Seller and Deutsche Bank at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.
Metalloinvest is a privately owned holding company with assets in the mining and steel sectors.
The distribution of this announcement and the offer and sale of the ADRs in certain jurisdictions may be restricted by law. The ADRs may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the ADRs in such jurisdiction. No action has been taken by the Seller, Deutsche Bank or any of their respective affiliates that would permit an offering of the ADRs 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.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offering and sale of the ADRs to be made (i) in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act in accordance with Rule 144A or pursuant to another exemption from the registration requirements of the Securities Act in a transaction not involving any "public offering" and (ii) outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement 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 any such restrictions.
In connection with the Offering, Deutsche Bank and any of its affiliates acting as an investor for its own account may take up a proprietary position any ADRs and in that capacity may retain, purchase or sell for their own account such ADRs. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of the ADRs. Deutsche Bank does not intend to disclose the extent of any such investment or transactions other than in accordance with any legal or regulatory obligation to do so.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch, is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting on behalf of the Seller and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the ADRs. Deutsche Bank will not regard any other person as their client in relation to the Offering.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the metals and mining industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.