TIDMEVR
RNS Number : 1616T
Evraz Plc
18 March 2019
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
18 March 2019
EVRAZ PLC ANNOUNCES INVITATIONS TO PURCHASE NOTES FOR CASH
EVRAZ plc (the "Company") has today launched an invitation to
holders (the "Noteholders") of the U.S.$1,000,000,000 6.50% Notes
due 22 April 2020 (Regulation S: Common Code: 080863861, ISIN:
XS0808638612; Rule 144A: Common Code: 78394986, ISIN: US30050AAF03,
CUSIP: 30050AAF0) of which U.S.$700,000,000 in principal amount is
currently outstanding (the "Notes"), originally issued by Evraz
Group S.A. (which was, on 13 March 2019, substituted by the Company
in its capacity as issuer of the Notes), subject to the offer and
distribution restrictions below, and upon the terms and subject to
the conditions set forth in a tender offer memorandum dated 18
March 2019 (as it may be amended or supplemented from time to time,
the "Tender Offer Memorandum"), to tender for purchase for cash any
and all their Notes in accordance with the procedures described
therein. The invitation to tender the Notes for purchase is
referred to herein as the "Tender Offer".
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the Tender Offer
Memorandum. Copies of the Tender Offer Memorandum are available,
subject to the offer and distribution restrictions, on the Offer
Website: https://sites.dfkingltd.com/evraz.
Summary of the Tender Offer
Common Common
code/ISIN for code/ISIN/ Outstanding Amount subject
Regulation S CUSIP for Rule Principal Minimum to the Tender
Notes Notes 144A Notes Amount Denomination Purchase Price Offer
--------------- --------------- --------------- ---------------- --------------- --------------- ---------------
U.S.$1,000,000 080863861/ 78394986/ U.S.$700,000,00 U.S.$200,000 U.S.$1,037.50 Any and all
,000 6.50% XS0808638612 US30050AAF03/ 0 and integral per U.S.$1,000
Notes due 22 30050AAF0 multiples of in principal
April 2020 U.S.$1,000 amount of the
thereafter Notes
Rationale for the Tender Offer
The Company is a holding company which, together with its
consolidated subsidiaries, is hereafter referred to as the "Group".
The purpose of the Tender Offer is to acquire any and all of the
outstanding Notes that, provided that the Financing Condition is
satisfied, will be funded by the issuance of the New Notes in order
to extend the maturity of a portion of the Group's
indebtedness.
The Notes acquired in the Tender Offer will be cancelled.
Purchase Price and Accrued Interest
Noteholders that validly tender their Notes at or prior to the
Expiration Deadline (providing such tender is received by the
Information and Tender Agent at or prior to the Expiration
Deadline), if the Company accepts the tender of such Notes, will be
paid (subject to the conditions described herein):
-- the Purchase Price; and
-- an amount in cash in U.S. dollars equal to the Accrued
Interest Amount up to but excluding the Payment Date (rounded to
the nearest cent, with U.S.$0.005 to be taken as a full cent).
Acceptance of Tendered Notes
The Company intends to accept for payment on the Expiration
Deadline any and all validly tendered Notes. The Company reserves
the right, in its sole and absolute discretion, not to purchase any
Notes, subject to applicable law.
The Company may, in its sole discretion, extend, re-open, amend,
waive in whole or in part any condition to, withdraw and/or
terminate the Tender Offer, as provided in the Tender Offer
Memorandum.
Conditions to the Tender Offer
The completion of the Tender Offer is subject to, among other
things, the conditions to the Tender Offer, including, in
particular, the settlement of the issue by the Company of new
unsecured and unsubordinated notes, on terms and conditions
satisfactory to the Company, (the "New Notes") on or prior to the
Payment Date (the "Financing Condition"). See "Conditions to the
Tender Offer" in the Tender Offer Memorandum for more
information.
Notes that are not successfully tendered for purchase pursuant
to the Tender Offer and the terms and conditions set out in the
Tender Offer Memorandum will remain outstanding and will remain
subject to the terms and conditions of such Notes.
Allocation of the New Notes
Subject to the conditions and on the terms set out in the Tender
Offer Memorandum, Noteholders who wish to tender their Notes for
cash and also subscribe for the New Notes may apply for an
allocation identifier code from the Joint Dealer Managers and
submit such allocation identifier code in their tender instruction.
The Company will review tender instructions and may give priority
to those investors tendering with the allocation identifier codes
in connection with the allocation of New Notes. However, no
assurances can be given that any Noteholder that tenders Notes will
be given an allocation of New Notes at the levels it may subscribe
for, or at all. Any allocations of the New Notes, while being
considered by the Company as set out above, will be made in
accordance with customary new issue allocation processes and
procedures. The ability to purchase New Notes and for the use of
allocation identifier codes to be effective is subject to all
applicable securities laws and regulations in force in any relevant
jurisdiction.
For full details regarding the allocation identifier codes,
please refer to the Tender Offer Memorandum.
Expected Timetable of Events
The times and dates below are indicative only.
Date Calendar Date and/or Event
Time
Commencement 18 March 2019. Commencement of the Tender
Date Offer upon the terms and subject
to the conditions set forth
in the Tender Offer Memorandum.
Expiration Deadline 5:00 pm (CET) on The last time for Noteholders
26 March 2019, unless to tender Notes pursuant to
extended or earlier the Tender Offer (subject
terminated by the to such tender being validly
Company. In the case received by the Information
of an extension, and Tender Agent before such
the Expiration Deadline time). If a broker, dealer,
will be such other bank, custodian, trust company
date and time as or other nominee or other
so extended. intermediary holds Notes of
any Noteholder, such intermediary
may have earlier deadlines
for accepting the Tender Offer
at or prior to the Expiration
Deadline. Each Noteholder
should promptly contact the
broker, dealer, bank, custodian,
trust company or other nominee
that holds its Notes to determine
its deadline or deadlines.
Announcement 27 March 2019. The Company will announce
of Tender Offer whether the Financing Condition
Results is expected to be satisfied,
the principal amount of Notes
accepted for purchase and
any other results of the Tender
Offer, and the aggregate principal
amount of Notes that will
remain outstanding following
completion of the Tender Offer.
Payment Date A date following Subject to the satisfaction
the Expiration Deadline or waiver of the Financing
and is expected to Condition, the day that Noteholders
be on or about 4 will be paid the Purchase
April 2019. Price and the Accrued Interest
Amount, in the case of Notes
(i) validly tendered at or
prior to the Expiration Deadline
(subject to such tender being
validly received by the Information
and Tender Agent before the
Expiration Deadline) and (ii)
accepted for purchase by the
Company.
The above times and dates are subject to the rights of the
Company, to extend, re-open, amend, waive in whole or in part any
condition to, withdraw and/or terminate the Tender Offer (subject
to applicable law).
Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company or other nominee or other intermediary
through which they hold Notes to confirm whether such intermediary
requires that it receives instructions for such Noteholder to
participate in the Tender Offer before the deadlines specified
above. The deadlines set by each Clearing for the submission of
Notes subject to the Tender Offer may be earlier than the relevant
deadlines above.
For Further Information
A complete description of the terms and conditions of the Tender
Offer is set out in the Tender Offer Memorandum. Further details
about the Tender Offer can be obtained from:
The Joint Dealer Managers
Requests for information in relation to the Tender Offer should
be directed to:
Bank GPB International S.A.
15, rue Bender
L-1229 Luxembourg
Grand Duchy of Luxembourg
Telephone: +7 495 988 2353
Email: dcm@gazprombank.ru
Attention: DCM & Syndicate
ING Bank N.V., London Branch
8-10 Moorgate
London EC2R 6DA
United Kingdom
Telephone: +31 20 563 2132
Email: liability.management@ing.com
Attention: Liability Management Team
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone:
+44 20 7134 2468
E-mail: em_europe_lm@jpmorgan.com
Attention: Liability Management
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Telephone: +44 207 996 5420
Email: DG.LM_EMEA@baml.com
Attention: Liability Management Group
Sberbank CIB (UK) Limited
85 Fleet Street
London EC4Y 1AE
United Kingdom
Telephone: +44 20 7936 0412
E-mail: liability_management@sberbank-cib.ru
The Information and Tender Agent
Requests for information in relation to the procedures for
tendering Notes and participating in the Tender Offer and the
submission of an electronic instruction or submission should be
directed to the Information and Tender Agent.
Subject to the offer and distribution restrictions, the Tender
Offer Memorandum, and any further announcements and amendments
related to the Tender Offer, may be obtained from the Offer Website
maintained by the Information and Tender Agent:
https://sites.dfkingltd.com/evraz.
D.F. King Ltd
Email: evraz@dfkingltd.com
Offer Website: https://sites.dfkingltd.com/evraz
In London:
125 Wood Street
London EC2V 7AN
United Kingdom
By telephone: +44 20 7920 9700
In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7230
In New York:
48 Wall Street, 22nd Floor
New York, New York 10005
United States
Banks and Brokers call: +1 212 269 5550
All others call Toll-Free: +1 800 714 3306
By Facsimile Transmission (for Eligible Institutions only): +1
212 709 3328
For Confirmation: +1 212 269 5552
Attention: Andrew Beck
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
notes is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offer. If any Noteholder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offer. None of the
Company, the Joint Dealer Managers, the Information and Tender
Agent, or any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Noteholders should
participate in the Tender Offer.
Belgium
Neither the Tender Offer Memorandum nor any other documents or
materials relating to the Tender Offer have been submitted to or
will be submitted for approval or recognition to the Financial
Services and Markets Authority (Autorité des services et marchés
financiers / Autoriteit financiële diensten en markten) and,
accordingly, the Tender Offer may not be made in Belgium by way of
a public offering, as defined in Articles 3, --1, 1deg and 6, --1
of the Belgian Law of 1 April 2007 on public takeover bids (the
"Public Takeover Law"), as amended or replaced from time to time.
Accordingly, the Tender Offer may not be advertised and the Tender
Offer will not be extended, and neither the Tender Offer Memorandum
nor any other documents or materials relating to the Tender Offer
(including any memorandum, information circular, brochure or any
similar documents) have been or shall be distributed or made
available, directly or indirectly, to any individual or legal
entity in Belgium other than:
(i) qualified investors, as defined in Article 10 of the Belgian
Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated
markets;
(ii) in relation to Notes with a denomination of at least EUR100,000,
and in any other circumstances set out Article 6, ----3-4 of the
Public Takeover Law. Insofar as Belgium is concerned, the Tender
Offer Memorandum have been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Tender Offer. Accordingly, the information contained in the Tender
Offer Memorandum may not be used for any other purpose or disclosed
to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither the Tender
Offer Memorandum nor any other document or material relating to the
Tender Offer has been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) with the exception of individuals, acting
for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire
et financier, are eligible to participate in the Tender Offer.
Neither the Tender Offer Memorandum nor any other offering
material relating to the Tender Offer has been or will be submitted
for clearance to the Autorité des Marchés Financiers.
Italy
None of the Tender Offer, the Tender Offer Memorandum or any
other documents or materials relating to the Tender Offer have been
submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations.
The Tender Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.
Noteholders or beneficial owners of the Notes may tender their
Notes in the Tender Offer through authorised intermediaries (such
as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
United Kingdom
The communication of the Tender Offer Memorandum by the Company
and any other documents or materials relating to the Tender Offer
are not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of section
21 of the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Company or other persons falling within
Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (2) those
Noteholders being investment professionals and high net worth
companies/undertakings each within the meaning of the Order, and
(3) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Russian Federation
Neither the Tender Offer Memorandum nor information contained
therein nor any other document or materials relating to the Tender
Offer is an offer, or an invitation to make offers, to sell,
exchange or otherwise transfer securities in the Russian Federation
to or for the benefit of any Russian person or entity and does not
constitute an advertisement or offering of securities in the
Russian Federation within the meaning of Russian securities laws.
Information contained in the Tender Offer Memorandum or any other
document or materials relating to the Tender Offer is not intended
for any person in the Russian Federation who is not a "qualified
investor" within the meaning of Article 51.2 of the Federal Law No.
39-FZ "On the Securities Market" dated 22 April 1996, as amended (a
"Russian QI") and must not be distributed or circulated into the
Russian Federation or made available in the Russian Federation to
any person who is not a Russian QI, unless and to the extent they
are otherwise permitted to access such information under Russian
law.
Singapore
The Tender Offer is made only to and directed at persons in
Singapore who are holders of the Notes.
The Tender Offer Memorandum has not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly,
the Tender Offer Memorandum and any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the New Notes may not be circulated or distributed,
nor may the New Notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) existing
Noteholders pursuant to Section 273(1)(cf) of the Securities and
Futures Act, Chapter 289 of Singapore (the "SFA") and (ii) pursuant
to, and in accordance with, the conditions of an exemption under
any provision of Subdivision (4) of Division 1 of Part XIII of the
SFA.
Grand Duchy of Luxembourg
The Tender Offer Memorandum has not been approved by and will
not be submitted for approval to the Luxembourg Financial Services
Authority (Commission de Surveillance du Secteur Financier) for
purposes of a public offering or sale in the Grand Duchy of
Luxembourg. Accordingly, the Tender Offer may not be made to the
public in the Grand Duchy of Luxembourg, directly or indirectly,
and neither the Tender Offer Memorandum nor any other circular,
prospectus, form of application, advertisement or other material
may be distributed or otherwise made available in or from, or
published in, the Grand Duchy of Luxembourg except in circumstances
which do not constitute a public offer of securities to the public,
subject to prospectus requirements, in accordance with Luxembourg
law of 10 July 2005 (as amended) on prospectuses for
securities.
General
The Tender Offer Memorandum and any related documents do not
constitute an offer to buy or the solicitation of an offer to sell
Notes in any circumstances in which such offer or solicitation is
unlawful. If a jurisdiction requires the Tender Offer to be made by
a licensed broker or dealer, and any of the Joint Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in such jurisdictions, the Tender Offer shall be deemed to
be made by the Joint Dealer Managers or such affiliate (as the case
may be) on behalf of the Company in such jurisdiction.
In addition to the representations referred to above in respect
of Belgium, France, Italy, the United Kingdom, the Russian
Federation, Singapore and Luxembourg, each Noteholder participating
in the Tender Offer will also be deemed to give certain
representations in respect of the other jurisdictions referred to
above and generally as set out in "Procedures for Tendering Notes".
Any tender of Notes for purchase pursuant to the Tender Offer from
a Noteholder that is unable to make these representations will not
be accepted. Each of the Company, the Joint Dealer Managers and the
Information and Tender Agent reserves the right, in its absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to the Tender Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender of Notes shall not be accepted.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISEKMGMFLRRGLZG
(END) Dow Jones Newswires
March 18, 2019 06:02 ET (10:02 GMT)
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