ALROSA PJSC

06/20/2024 | Press release | Distributed by Public on 06/20/2024 01:00

PJSC 'ALROSA' ANNOUNCES ADJOURNED MEETING ON CONSENT SOLICITATION IN RESPECT OF OUTSTANDING US$500,000,000 3.1% GUARANTEED NOTES DUE 2027

20 Jun 2024
PJSC "ALROSA" ANNOUNCES ADJOURNED MEETING ON CONSENT SOLICITATION IN RESPECT OF OUTSTANDING US$500,000,000 3.1% GUARANTEED NOTES DUE 2027

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

On 28 May 2024 PJSC "ALROSA" (MOEX: ALRS) ("Company") announced a consent solicitation process ("Consent Solicitation") for outstanding notes: US$500,000,000 3.1% notes due 2027 (ISIN XS2010030919 (Reg S); US02109TAE29 (144A)) ("Notes") issued by Alrosa Finance S.A. ("Issuer") and guaranteed by the Company. Details of the Consent Solicitation are set out in the notice of a noteholders meeting dated 28 May 2024 (as amended) ("Notice of the Original Meeting").

The meeting of the holders of the Notes ("Noteholders") convened on 19 June 2024 ("Original Meeting") was adjourned. The Company announces adjourned meeting ("Adjourned Meeting") pursuant to the notice of an adjourned noteholders meeting dated 20 June 2024 ("Notice of the Adjourned Meeting" and together with the Notice of the Original Meeting - "Notices") in order to deliberate on the same agenda as the Original Meeting as provided in the Notice of the Original Meeting and extend time for voting.

Timetable: the Adjourned Meeting

Key dates for the Adjourned Meeting are as follows.
• Record Date - 10 June 2024 (same as of the Original Meeting).
• Deadline for submission of a voting form or notification of the attendance - 2 July 2024 at 12.00 pm (noon) (Moscow time).
• Adjourned Meeting - 3 July 2024 at 10.00 am (Moscow time).

The Consent Solicitation: Key Terms

1. The conditions are set forth in the Notice of the Original Meeting as supplemented by the Notice of the Adjourned Meeting.
2. Only Noteholders who hold the Notes as of 10 June 2024 ("Record Date") are eligible to participate in the Consent Solicitation.
3. Unless the Notice of the Original Meeting or the Notice of the Adjourned Meeting has already been provided, to receive the Notice of the Original Meeting or the Notice of the Adjourned Meeting, Noteholders should contact us via our legal counsel - Denuo at the email address [email protected] following instructions available on our website.
4. Each of the eligible Noteholders can participate in the Consent Solicitation either in person or by completing the voting form, as described in more details in the Notices.
5. No consent fee shall be payable with respect to the Consent Solicitation.

A Voting Form already submitted by a Noteholder applies to the Adjourned Meeting, unless such Noteholder subsequently votes otherwise in accordance with the Notice of the Adjourned Meeting. Therefore, Noteholders wishing to participate in the Adjourned Meeting are not required to submit a new voting form for the Adjourned Meeting, unless Noteholders wish to change their votes.

Consent Solicitation related inquiries (external legal counsel Denuo):[email protected]
Alrosa Press Office:[email protected]

DISCLAIMER
This announcement must be read in conjunction with the Notices. This announcement and the Notices contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of its participation in the Consent Solicitation, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.
None of the Issuer, the Company, Denuo (its legal advisor) or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Issuer, the Company, Denuo or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should provide the consent solicited pursuant to the Consent Solicitation, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. Denuo is legal adviser to the Issuer and owes no duty to any Noteholder.
This announcement is for informational purposes only. The сonsents are only being solicited pursuant to the Notices and only in such jurisdictions as is permitted under applicable law.
PJSC "ALROSA" ANNOUNCES AMENDMENTS TO THE NOTICE IN RESPECT OF CONSENT SOLICITATION IN RESPECT OF OUTSTANDING US$500,000,000 3.1% GUARANTEED NOTES DUE 2027