Share Exchange Offer by EVRAZ plc (2582Q)

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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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