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.