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Petropavlovsk 2010 Limited (Incorporated with Limited Liability in Jersey with Registered Number 104830)

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Petropavlovsk 2010 Limited (Incorporated with Limited Liability in Jersey with Registered Number 104830) Offering Circular dated 16 March 2015 Petropavlovsk 2010 Limited (incorporated with limited liability in Jersey with registered number 104830) US$100,000,000 9 per cent Guaranteed Convertible Bonds due 2020 convertible into redeemable preference shares of Petropavlovsk 2010 Limited which are guaranteed by, and will be exchangeable immediately upon issuance for, ordinary shares in Petropavlovsk PLC (incorporated with limited liability in England and Wales with registered number 04343841) Issue Price: 100 per cent Applications have been made for the US$100,000,000 9 per cent Guaranteed Convertible Bonds due 2020 (the Bonds) of Petropavlovsk 2010 Limited (the Issuer) to be admitted to the official list maintained by the Financial Conduct Authority (the Official List) acting in its capacity as the competent authority (the UK Listing Authority) for the purposes of Part VI of the United Kingdom Financial Services and Markets Act 2000, as amended (the FSMA) and to be admitted to trading on the Professional Securities Market of the London Stock Exchange plc (the Professional Securities Market). References in this offering circular (the Offering Circular) to the Bonds being listed (and all related references) shall mean that the Bonds have been admitted to the Official List and have been admitted to trading on the Professional Securities Market. The Professional Securities Market is not a regulated market for the purposes of the Markets in Financial Investments Directive (the Directive 2004/39/EC). Petropavlovsk PLC (the Guarantor, the Company or Petropavlovsk) has undertaken to apply to have the ordinary shares of £0.01 each in the Guarantor (the Ordinary Shares) issuable upon conversion of the Bonds admitted to the premium listing segment of the Official List and admitted to trading on the regulated market of the London Stock Exchange plc (the Regulated Market). This Offering Circular is to be read in conjunction with all the documents which are incorporated by reference herein (see “Documents Incorporated by Reference”). Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering Circular. The Issuer and the Guarantor confirm that, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. This Offering Circular (including the information incorporated by reference herein) is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Guarantor or Capita Trust Company Limited (the Trustee) that any recipient of this Offering Circular should purchase any of the Bonds. Each investor contemplating purchasing the Bonds should make its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer and the Guarantor. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Guarantor. Neither the delivery of this Offering Circular, nor any sale made in connection herewith, shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented, or that there has been no adverse change in the financial position of the Issuer or the Guarantor since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented, or that the information contained in it or any other information supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Guarantor to subscribe or purchase, any Bonds, Preference Shares (as defined herein) or Ordinary Shares. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Guarantor to inform themselves about and to observe any such restrictions. The Bonds, the guarantee given by the Guarantor pursuant to the Trust Deed to unconditionally and irrevocably guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Bonds and the due and punctual performance by the Issuer of all of the Issuer’s other obligations in respect of the Bonds (the Guarantee), the guarantee by way of deed poll provided by the Guarantor in respect of the Preference Shares executed and delivered on 18 March 2015 (the Deed Poll), the Preference Shares and the Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the BD-#22990232-v1 Securities Act), or any state securities law, and may not be offered or sold within the US or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds will be in registered form and issued in authorised denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. The Bonds will be represented by a global bond in registered form (the Global Bond), without interest coupons, which will be deposited on or around 18 March 2015 (the Issue Date) with a common depositary for, and registered in the name of a common nominee of, Euroclear Bank SA/NV (Euroclear) or Clearstream Banking, société anonyme (Clearstream, Luxembourg). The Global Bond will be exchangeable in certain limited circumstances in whole, but not in part, for definitive Bonds in registered form (the Definitive Certificates). See “Summary of Provisions Relating to the Bonds in Global Form”. The Bonds will not when issued be rated by any credit rating agency. Neither the Issuer nor the Guarantor currently has any intention of applying for a credit rating from any credit rating agency. This Offering Circular does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Neither the Trustee nor any Agent has separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Trustee as to the accuracy or completeness of the information contained in this Offering Circular or any other information supplied in connection with the Bonds, the Preference Shares or Ordinary Shares. Each person receiving this Offering Circular acknowledges that such person has not relied on the Trustee in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer and the Guarantor, and the merits and risks involved in investing. Certain statements contained in this Offering Circular and the information incorporated by reference are forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “intends”, “may”, “will” or “should” or in each case their negative, or other variations or comparable terminology. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Guarantor and its subsidiary undertakings and, where the context requires, its associates (the Group), or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among other things, general economic and business conditions, industry trends, competition, commodity prices, changes in law or regulation, currency fluctuations (including fluctuations in the US Dollar or Rouble), the Group’s ability to recover its reserves or develop new reserves and to implement its expansion plans and achieve cost reductions and efficiency measures, changes in business strategy or development, political and economic uncertainty and other risks – See further in “Risk Factors”. There can be no assurance that the results and events contemplated by the forward-looking statements contained in this Offering Circular will, in fact, occur. Any forward-looking statements in this Offering Circular reflect the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s operations and growth strategy. Investors should specifically consider the factors identified in this Offering Circular which could cause results to differ before making an investment decision. These forward-looking statements speak only as at the date of this Offering Circular. The Issuer 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 date of this Offering Circular except as required by law or by any appropriate regulatory authority. The Jersey Financial Services Commission (the Commission) has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Bonds by the Issuer and under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Preference Shares by the Issuer.
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