Nornickel's Board Approves a $2 Billion Buyback

Nornickel, the world's largest producer of palladium and high-grade nickel and a major producer of platinum and copper, announced that its Board of Directors has approved a buyback of up to 5,382,865 shares of the Company, representing 3.4% of its issued outstanding shares, for a total amount of approximately USD 2 billion.

In accordance with the best corporate governance practices, this buyback will be carried out by repurchase of up to 5,382,865 of its shares (the "Maximum Number of Shares") pursuant to Article 72, para. 2 of the Russian Joint-Stock Companies Law (the "Buyback"). The repurchase price is RUB 27,780 per one share. All holders of the Company's common shares are eligible to participate in the buyback by submitting applications to sell their shares from May 20, 2021, to June 18, 2021. The shares will be paid in Russian rubles by July 3, 2021.

Holders of the American depositary receipts (ADRs) will have to cancel their ADRs and receive the underlying shares in order to be able to tender such shares in the buyback, as outlined in the information letter addressed to ADR holders at https://www.nornickel.com/ on the Investors page.

If the aggregate number of all shares in respect of which shareholders submit applications to sell exceeds the Maximum Number of Shares, the number of shares which will be repurchased by the Company will be determined on a pro rata basis.

The shares, which will be repurchased by Nornickel, will not grant voting rights or rights to receive dividends and will not be taken into account during the voting at a general shareholders' meeting. All shares repurchased by Nornickel are expected to be cancelled in accordance with the Russian law, except for 0.5% of Nornickel's issued and outstanding shares, which are expected to be used for employee incentive purposes.

The Board Chairman, Gareth Penny, commented: "The Board of Directors believes that the Company is currently undervalued by the market, which presents a good opportunity to run a share buyback. As it is customary for this type of transaction, most of the shares will be canceled afterward with the exception of the stock to be used for the employee incentive purposes. The Board additionally welcomes the initiative to use shares to incentivize the employees as this is in line with the best international standards."

In the course of its evaluation of the buyback, the Board of Directors considered Nornickel's performance and financial condition, market positions of Nornickel's shares on the Moscow Exchange, analysts' projections and estimated price targets, potential effects of the buyback and other relevant factors. UBS acted as an exclusive financial adviser and Debevoise & Plimpton LLP acted as legal adviser.

For more details, please refer to the notice on the Investors page at https://www.nornickel.com/.

Source: MMC Norilsk Nickel

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Categories: Business News

Tags: buyback, Gareth Penny, Nornickel, Vladimir Potanin