PJSC Chelyabinsk Zinc Plant - Statement re Termination of PJSC CZP's GDR Programme

PJSC Chelyabinsk Zinc Plant - Statement re Termination of PJSC CZP's GDR Programme

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:

1. 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

2. 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:

1. Withdraw Shares before the Record Date: The Board of Directors has determined that 6 June 2018 will be the record date (the "Record Date") for preparing the list of shareholders entitled to participate in the AGSM. Any GDR Holder may contact the Depositary with a request to withdraw the Shares underlying its GDRs from the Facility in accordance with Clause 3 of the Deposit Agreement and Condition 1 of the GDRs in order to be registered as a shareholder in the Company's register of shareholders as of the Record Date. Such GDR Holders (who, by virtue of the withdrawal of Shares, will become shareholders in the Company) will thereby become entitled (subject to customary procedural considerations applicable to shareholder voting generally) to vote at the AGSM as shareholders; accordingly, any such persons who voted against the Share Delisting Resolution, or who did not participate in the voting, will be able to require the buy-back of their Shares by the Company pursuant to the Russian Buy-Back. The Company will notify the shareholders of the procedures to enable them to participate in the Russian Buy-Back in accordance with the requirements of Russian law. Any GDR Holder which withdraws the Shares underlying its GDRs from the Facility will be required to pay the costs, fees, expenses and other amounts payable upon withdrawal of Deposited Property pursuant to the Deposit Agreement (other than USD 0.05 in respect of each GDR payable pursuant to Clause 10.1.1(a) of the Deposit Agreement the payment of which will be procured by the Company).
2. Withdraw Shares after the Record Date and remain a Shareholder: GDR Holders who elect to withdraw the Shares underlying their GDRs from the Facility, such that they are registered as a shareholder after the Record Date, will not be entitled to participate in the Russian Buy-Back. Any such GDR Holder would remain as a shareholder in the Company and, provided that the Share Delisting Resolution is validly passed at the AGSM and the Moscow Stock Exchange approves the Company's application to delist its Shares, will hold unlisted shares in the Company. Any GDR Holder which withdraws the Shares underlying its GDRs from the Facility will be required to pay the costs, fees, expenses and other amounts payable upon withdrawal of Deposited Property pursuant to the Deposit Agreement (other than USD 0.05 in respect of each GDR payable pursuant to Clause 10.1.1(a) of the Deposit Agreement the payment of which will be procured by the Company).
3. Remain as a GDR Holder: GDR Holders who do not withdraw the Shares underlying their GDRs from the Facility in the manner described above, will remain as GDR Holders until the GDR Programme Termination Date. The Deposit Agreement provides that, on the termination of the Facility, the Depositary shall procure the sale of all Shares then represented by GDRs and shall be required to deliver the net sale proceeds (after conversion into US dollars as described below) to the GDR Holders. For the purposes thereof, an affiliate of the Company (the "Purchaser") intends to purchase from the Depositary all Shares represented by any GDRs which remain outstanding as at the GDR Programme Termination Date. The intended repurchase price in RUB would be equal to that offered by the Company pursuant to the Russian Buy-Back (please see the section "Russian Buy-Back" above for further details). The repurchase price would be paid to the Depositary in U.S. dollars at a rate selected by the Purchaser, that rate being the official USD/RUB rate set by the Central Bank of the Russian Federation for the date of payment (or, if no such rate is set for that date, for the preceding date for which such rate is set) and distributed by the Depositary to GDR Holders pro rata to the number of GDRs held by them on the GDR Programme Termination Date. The Purchaser would also pay the Depositary (or procure the payment on its behalf of) an amount equal to USD 0.05 in respect of each GDR which remains outstanding as at the GDR Programme Termination Date in respect of amounts otherwise payable by GDR Holders pursuant to Clause 10.1.1(a) of the Deposit Agreement.

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: [e-mail]

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, [e-mail]

Tel:[phone]

[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.