Offering Circular – 16 March 2015
The information contained in this section of Petropavlovsk plc’s website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Australia, Canada, New Zealand, Japan, the Russian Federation (Russia), or South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The following web pages have been prepared and are being made available by Petropavlovsk plc (the Company) in good faith and for information purposes only. The information contained in this section of the website is not an offer of securities for sale or a solicitation of an offer to purchase securities (the Securities) in the United States or Russia and is not an advertisement of the said information within the meaning of the Russian legislation on advertising and securities’ market regulations. The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Nor does the information contained in this section of the website constitute an offer of, or an invitation to buy, Securities in any jurisdiction, including Russia, in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation.
The information contained in this section of the website is addressed to and directed at persons in member states of the European Economic Area (Member States) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU to the extent implemented in the relevant Member State)) (Qualified Investors). In addition, the information contained in the following web pages is directed at, and being distributed, in the United Kingdom, to: (i) persons (A) who are members or creditors within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order) or who have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Order or who fall within Article 49 of the Order, and (B) are “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000; and (ii) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as “relevant persons”). Any investment or investment activity to which the information contained in this section of the website relates is available only to (1) in the United Kingdom, relevant persons and (2) in any Member State other than the United Kingdom, Qualified Investors, and such information should not be acted or relied on by any person other than a relevant person or Qualified Investor.
The Company has taken reasonable care to ensure that the information on this website (other than information accessed by hyperlink) is accurate at the time of last revision of the website. However, other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules), neither the Company nor any other person undertakes any obligation to update or revise the information contained on this website, whether as a result of new information, future events or otherwise. The information on this website should not be construed as the giving of advice or the making of a recommendation and should not be relied on as the basis for any decision or action. In particular, actual results and developments may be materially different from any forecast, forward-looking statement, opinion or expectation expressed on this website.
The release, publication or distribution of the documents or other information contained in this section of the website may be restricted by law in certain jurisdictions. Persons into whose possession any of the documents or other information contained herein come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction. In particular, none of the information contained on the following pages nor any copy thereof may be taken or transmitted in or into the United States or Russia or distributed, directly or indirectly, in or into the United States or Russia. Persons present in the United States or Russia are not permitted to access this section of the website and should exit it immediately.
Some statements contained in this section of the website or in documents referred to therein are or may be forward-looking statements, including references to guidance. Such statements reflect the Company’s current views with respect to future events and are subject to risks, assumptions, uncertainties and other factors beyond the Company’s control that could cause actual results to differ from those expressed in such statements. Although the Company believes that such forward-looking statements, which speak only as of the document or other information concerned, are reasonable, no assurance can be given that they will prove to be correct. Therefore, you should not place undue reliance on these statements.
There can be no assurance that the results and events contemplated by the forward-looking statements contained in this section of the website will, in fact, occur. The Company will not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the document or other information concerned, except as required by law or by any appropriate regulatory authority. Nothing in this section of the website or in documents referred to in it should be considered as a profit forecast.
Merrill Lynch International is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, and SIB (Cyprus) Limited is an investment firm authorised and regulated in the Republic of Cyprus by the Cyprus Securities and Exchange Commission (License KEPEY 066/06 dated 15 June 2006), and they are acting for the Company and no one else in connection with the proposed rights issue (the Rights Issue) and the proposed bond exchange offer (the Bond Exchange Offer) (each as described herein) and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice and co-ordination in relation to the Rights Issue, the Bond Exchange Offer and/or any other matter referred to in this section of the website.
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If you do not satisfy, or you are in doubt as to whether you satisfy, any of the above conditions, please exit this website immediately.