Share Exchange Offer by EVRAZ plc (2582Q)
October 17 2011 - 2:01AM
UK Regulatory
TIDMEVR TIDMTTM
RNS Number : 2582Q
Evraz Group S.A.
17 October 2011
Recommended share exchange offer by EVRAZ plc to acquire up to
100% of the issued and outstanding share capital of Evraz Group
S.A. (the "Company") to effect a redomiciliation of the Company and
its subsidiaries (the "Group")
17 October 2011
The Company announces that EVRAZ plc has today made an offer to
acquire up to the entire issued and to be issued share capital of
the Company (the "Existing Shares"), including those Existing
Shares represented by GDRs (the "Existing GDRs" and, together with
the Existing Shares, the "Existing Securities") in exchange for
ordinary shares in EVRAZ plc (the "Offer").
The Board of the Company is pleased to have agreed the details
of the Offer as, having given due and careful consideration to the
strategic and financial rationale of the proposed transaction, it
believes that the Offer is in the best interests of the Company,
holders of Existing Securities and all other stakeholders in the
Company.
The Directors unanimously recommend that holders of the Existing
Securities, including Existing GDRs, accept the Offer or give
instructions to accept the Offer, as they intend to do (or procure
to be done) in respect of their own beneficial holdings of, in
aggregate, 60,139,955 Existing Shares (including Existing Shares
represented by Existing GDRs), representing (as at 12 October 2011,
being the latest practicable date prior to the publication of the
exchange offer document containing the Offer) approximately 40.42
per cent. of the existing issued and outstanding share capital of
the Company (excluding Existing Shares held in treasury), subject
to the terms and conditions of the Offer.
Further details relating to the Offer are set out in the press
release and offer document published today by EVRAZ plc which are
available on the Group's website: http://www.evraz.com.
Conference Call
The Company will hold a conference call at 1pm (London time)
today to discuss the Offer and also update on Q3 production.
Details of the call are:
Toll Free Numbers:
Standard International +44 (0) 1452 560 063
Austria 0800 111 948
Denmark 8088 4404
France 0805 111 342
Germany 0800 101 3108
Ireland 1800 931 682
Israel 1809 203 674
Italy 8009 064 86
Norway 8001 5837
Russia 8108 0020 972 044
Spain 8000 991 79
Sweden 0200 887 531
Switzerland 0800 000 097
UK 0800 953 0820
USA 1866 437 8387
Conference ID: 18474912
Encore Replay Access Number: 18474912#
International Dial in: +44 (0) 1452 55 00 00; UK Free Call Dial
In: 0800 953 1533; UK Local Dial In: 0845 245 5205; USA Free Call
Dial In: 1866 247 4222
TO JOIN THE WEBCAST PLEASE REGISTER AT:
http://webeventservices.reg.meeting-stream.com/20111017_MorganStanley/
For further information:
Alexander Boreyko Director, Investor Relations +7 495 232 1370
ir@evraz.com
Oleg Kuzmin VP, Corporate Communications +7 495 937 6871
media@evraz.com
The Offer is being made in reliance on, and in compliance with,
Rule 14d-1(c) under the US Securities Exchange Act of 1934. The
Offer is being made for securities of a non-US company. The Offer
is subject to disclosure requirements of the United Kingdom and
these are different from those of the United States. Financial
statements, if any, included in the documents relating to the Offer
have been prepared in accordance with International Foreign
Reporting Standards that may not be comparable to the financial
statements of United States companies. The payment and settlement
procedures with respect to the Offer will comply with the relevant
United Kingdom rules, which differ from United States payment and
settlement procedures. In accordance with normal United Kingdom
market practice, EVRAZ plc or any person acting on their behalf may
from time to time make certain market or private purchases of, or
arrangements to purchase, directly or indirectly, Existing
Securities other than pursuant to the Offer. Any information about
such purchases will be publicly announced as required by law or
regulation in the United Kingdom and United States.
EVRAZ plc is organised under the laws of England and Wales and
the Company is organised under the laws of Luxembourg. Some or all
of the officers and directors of EVRAZ plc and the Company,
respectively, are residents of countries other than the United
States. In addition, most of the assets of EVRAZ plc and the
Company are located outside the United States. As a result, it may
be difficult for US shareholders to enforce their rights and any
claim they may have arising under the US federal securities laws,
since EVRAZ plc is located in a foreign country, and some or all of
its officers and directors may be residents of foreign countries.
US shareholders may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US
securities laws. It may be difficult to compel a foreign company
and its affiliates to subject themselves to a US court's
judgement.
You should be aware that EVRAZ plc may purchase securities
otherwise than under the Offer, such as in the open market or
privately negotiated purchases.
The information contained herein does not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of the securities referred to herein in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any jurisdiction. The securities referred to
herein may not be offered, or sold in the United States absent
registration under the US Securities Act of 1933 (the "Securities
Act") or another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act
This information is provided by RNS
The company news service from the London Stock Exchange
END
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