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Thursday 10 June, 2021

Nord Gold PLC

Confirmation of Intention to Float

RNS Number : 4074B
Nord Gold PLC
10 June 2021
 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

 

This announcement is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States. Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement or the Registration Document except on the basis of information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Nord Gold plc (the "Company" or "Nordgold" and, together with its subsidiaries and subsidiary undertakings, the "Group") in due course in connection with a possible offer of ordinary shares in the capital of the Company ("Shares") and the possible admission of such Shares to the premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the "FCA") and to trading on the main market of the London Stock Exchange plc ("Admission"). A copy of any Prospectus published by the Company will, if published, be available for inspection on the Company's website at www.nordgold.com subject to certain access restrictions.

 

Nord Gold plc

Confirmation of Intention to Float on the London Stock Exchange

London, 10th June 2021: Following the announcement by Nord Gold plc ("Nordgold" or "the Group"), the internationally diversified pure-play gold producer, on 3 June 2021 of its expected intention to float, the Group today confirms its intention to undertake an initial public offering (the "IPO" or the "Offer") and certain details of the Offer. Nordgold intends to apply for admission of its Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). The Shares have been admitted to trading on the Moscow Exchange and trading is expected to commence on or shortly after Admission. The final offer price in respect of the Offer (the "Offer Price") will be determined following a book-building process, with Admission currently expected to occur in late June/early July.

Nikolai Zelenski, Chief Executive Officer of Nordgold said:

"The significant interest shown by potential investors has been very encouraging, giving us the confidence to move forwards with our proposed premium listing on the London Stock Exchange. Nordgold is a one million ounce plus gold producer, with a globally diversified asset base, a proven track record of new mine development and ambitious plans for future production growth centred on our strong position in the highly prospective Gross Region. The combination of scale, growth and a commitment to shareholder returns is expected to leave Nordgold well positioned to continue to create value for all stakeholders."

Confirmation of Offer Details

· A premium listing on the Official List of the FCA and admission to trading on the main market of the London Stock Exchange with a secondary listing on the Moscow Exchange.

 

· The Offer will comprise a secondary sell-down of existing ordinary shares only by an existing shareholder of the Company, Ocean Management Limited (an investment vehicle beneficially owned by Mr. Alexey Mordashov (35%), Mr. Kirill Mordashov (32.5%) and Mr. Nikita Mordashov (32.5%). There will be no primary element to the Offer .

 

· Immediately following Admission, the Company is targeting a free float of at least 25% of the Company's issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices. In addition, it is expected that Shares will be made available pursuant to an over-allotment option.

 

· The Offer will comprise an offer of the Shares to certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and in the United States, only to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A of the Securities Act, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

 

· In connection with the Offer, each of the Company, its directors and the selling shareholder are expected to agree to customary lock-up arrangements restricting the disposal of Shares for a period of time following Admission.

 

· Any additional details in relation to the Offer will be disclosed in the Prospectus, if and when published.

 

· Bacchus Capital Advisers ("Bacchus Capital") is acting as Financial Adviser on the IPO to Nordgold. Citigroup Global Markets Limited is acting as Sponsor for the Offer ("Citigroup" or the "Sponsor"). Citigroup, J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) and VTB Capital plc are acting as joint global co-ordinators and joint bookrunners for the Offer (the "Joint Global Co-ordinators"). BMO Capital Markets Limited, Credit Suisse Securities (Europe) Limited, Bank GPB International S.A. (member of Gazprombank group) and Renaissance Securities (Cyprus) Limited are acting as joint bookrunners for the Offer (the "Joint Bookrunners"). Peel Hunt LLP is acting as lead manager for the Offer (together with the Joint Global Co-ordinators and the Joint Bookrunners, the "Banks").

Nordgold is a pure-play, internationally diversified gold producer with over one million ounces of production per annum and more than US$1.0 billion of EBITDA in 2020, operating a portfolio of nine mines: four in the Russian Federation, one in Kazakhstan, three in Burkina Faso and one in Guinea. Production has increased at a CAGR of approximately 15% in the period between 2008 and 2020 from approximately 193 koz in 2008 to approximately 1,046 koz in 2020.

The Group has ambitious future growth plans and is targeting approximately 20% production growth and a 20% improvement in AISC over the next five years, primarily as a result of the development of the Gross region along with lower costs at its African mines.

Nordgold has a unique and proven track record of new mine development, having successfully constructed three mines from 2013-18 (Bissa & Bouly in Burkina Faso, Gross in Russia), all on time and on budget and with a payback period of less than three years, and benefits from an established position in the world class, highly prospective Gross Region in Yakutia, Russia, which includes the Group's current largest mine Gross, as well as the Taborny mine and the Tokko project.

Nordgold also has a proven commitment to shareholder returns having distributed dividends to its shareholders in each of the previous eight years (from 2013 to 2020) and under a new dividend policy, starting in the 2022 financial year, the Group intends to pay minimum dividends equivalent to 50% of its free cash flow, pre-growth capex, subject to Net Debt / EBITDA remaining under 1.5x. For the 2021 financial year only, Nordgold will pay a minimum dividend of US$400 million which will be paid in two equal instalments following the release of the interim and full year 2021 financial results, the dates of which will be communicated to shareholders with disclosure of the financial results.

Nordgold's Board has five Independent Non-Executive Directors, including the Chair, of nine Board members in total, and is therefore fully compliant with the UK Corporate Governance Code.

-Ends-

 

Media Enquiries

Nordgold

Olga Ulyeva, Head of Corporate Communications

 

 

[email protected]

Powerscourt

Peter Ogden

 

Jack Holden

 

 

+44 7793 858 211

[email protected]

+44 (0)7542 935 329

Bacchus Capital (Financial Adviser to Nordgold)

Peter Bacchus

 

 

+44 7516 420 579

Joint Global Co-ordinators and Joint Bookrunners

 

Citigroup

Ken Robins

Tom Reid

Irackly Mtibelishvily

Equity Syndicate Desk

 

 

+44 7879 637 203

+44 7779 305 432

+7 985 768 7109

[email protected]

J.P. Morgan

Konstantin Akimov

Jamie Riddell

Barry Meyers

Nicolas Skaff

 

 

+44 (0) 20 7742 4000

VTB Capital plc

Alex Metherell

Marcus Brown

Boris Kvasov

Alexey Goncharenko

 

 

+44 (0) 20 3334 8000

 

+7 (495) 960 9999

Joint Bookrunners

 

 

BMO Capital Markets

Gary Mattan

Thomas Rider

Pascal Lussier Duquette

Andrew Cameron

+44 (0) 20 7236 1010

 

 

 

Credit Suisse

Leonid Varpahovsky

Andrew Nicholls

Nick Koemtzopoulos

+44 20 7888 8888

 

 

Gazprombank

Elena Khisamova

Tatiana Kapustina

Vladimir Yarmish

 

 

+7 495 913 7844

+7 495 287 6100 ext. 5-9088

+7 495 287 6379

Renaissance Capital

Dmitry Gladkov

Dmitry Brodsky

Konstantin Derkatschew

Sergey Sedov

 

+44 207 005 7752

+7 495 783 5678

+44 207 005 7722

+7 499 956-4060

 

 

Lead Managers

 

 

Peel Hunt

Ross Allister

Alexander Allen

+44 (0) 20 7418 8900

 

 

 

 

 

Important Legal Information

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Citigroup Global Markets Limited solely for the purposes of Section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Each of Citigroup Global Markets Limited ("Citigroup"), J.P. Morgan Securities plc ("J.P. Morgan"), VTB Capital plc ("VTB Capital"), BMO Capital Markets Limited ("BMO Capital"), Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Bank GPB International S.A. (member of Gazprombank group), Peel Hunt LLP ("Peel Hunt") and Renaissance Securities (Cyprus) Limited ("Renaissance Capital")(collectively, the "Banks") and Bacchus Capital Advisers (the "Financial Adviser") is acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer or any transaction or arrangement referred to in this announcement or the Registration Document to be published in connection with the Offer. Each of Citigroup, J.P. Morgan and VTB Capital, Credit Suisse is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom. Each of BMO Capital Markets Limited and Peel Hunt is authorised and regulated by the FCA in the United Kingdom. Bank GPB International S.A is authorised and regulated by the Commission de Surveillance du Secteur Financier of Luxembourg. Renaissance Capital is authorised and regulated by the Cyprus Securities and Exchange Commission in Cyprus

In the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa. This announcement is not an offer of securities for sale into the United States, Australia, Canada, Japan or South Africa. 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"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.

Information contained herein is not a public offer or advertisement of securities referred to herein in the Russian Federation, and is not an offer to sell, or an invitation to make offers to purchase, any securities in the Russian Federation. Neither the securities referred to herein nor any prospectus or other document relating to them have been, or are intended to be, registered with the Bank of Russia and therefore "public placement" of the securities mentioned herein in the Russian Federation is prohibited. In addition, before the admission of the securities to trading on the Moscow Exchange, in respect of the timing of which no assurance can be given, the securities referred to herein may not be offered, sold or delivered in the Russian Federation or to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation unless and to the extent otherwise permitted under Russian Law.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and its investments, including, among other things, the development of its business, trends in its operating environment, and future capital expenditures and acquisitions. The forward-looking statements in this announcement speak only as at the date of this announcement. These statements reflect the beliefs of the Directors, (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Company.

Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, the Banks, the Financial Adviser nor any member of the Group, nor any of such person's affiliates or their respective directors, officers, employees, agents and/or advisors, nor any other person(s) accepts any responsibility for the accuracy or fairness of the opinions expressed in this announcement or the underlying assumptions. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to update, supplement, amend or revise any forward-looking statements. You are therefore cautioned not to place any undue reliance on forward-looking statements.

Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the possible Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

None of the Banks, the Financial Adviser nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to Group and/or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

In connection with the withdrawal of the United Kingdom from the European Union, the Banks may, at their discretion, undertake their obligations in connection with the potential IPO by any of their affiliates based in the EEA.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.

Certain data in this announcement, including financial, statistical, and operating information may have been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

For the avoidance of doubt, the contents of the Company's website, including the websites of the Company's business units, are not incorporated by reference into, and do not form part of, this announcement.

 

 

 

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