TIDMEVR
RNS Number : 2102T
Evraz Plc
18 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, SOUTH
AFRICA, AUSTRALIA, JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. OTHER
RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT LEGAL
INFORMATION AT THE END OF THE PRESS RELEASE.
18 March 2019
Intended sale of existing ordinary shares of EVRAZ plc
EVRAZ plc ("EVRAZ" or the "Company") announces that Greenleas
International Holdings Ltd., Abiglaze Limited, Crosland Global
Limited, and Toshi Holdings Ltd., (together, the "Sellers") have
notified EVRAZ of their intention to offer for sale approximately
25.4 million existing ordinary shares of the Company, representing
approximately 1.8% of the total number of voting rights attaching
to the ordinary shares of the Company (the "Placing"). Of the
shares offered for sale, it is expected that approximately 45.25%
will be sold by Greenleas International Holdings Ltd.; 33.35% will
be sold by Abiglaze Limited; 16.65% will be sold by Crosland Global
Limited; and 4.75% will be sold by Toshi Holdings Ltd.
Mr. Roman Abramovich has an indirect economic interest in the
shares of the Company held by Greenleas International Holdings
Ltd.; Mr. Alexander Abramov, Non-Executive Chairman of the Company,
has an indirect economic interest in the shares of the Company held
by Abiglaze Limited; Mr. Alexander Frolov, Chief Executive Officer
of the Company, has an indirect economic interest in the shares of
the Company held by Crosland Global Limited; and Mr. Eugene
Shvidler, Non-Executive Director of the Company, has an indirect
economic interest in the shares of the Company held by Toshi
Holdings Ltd.
Following completion of the Placing, the Sellers will be subject
to a lock-up of 60 days, with customary exceptions, in respect of
their remaining shareholding in the Company.
The Placing will take place via an accelerated bookbuild.
Citigroup Global Markets Limited, Credit Suisse Securities (Europe)
Limited and UBS Europe SE have been appointed as Joint Global
Coordinators and Joint Bookrunners (the "Banks") in respect of the
Placing. The books for the Placing will open with immediate effect.
The timing of the closing of the books will be at the absolute
discretion of the Banks and the Sellers.
EVRAZ is not a party to the transaction and will not receive any
proceeds from the Placing.
For further information, please contact:
EVRAZ plc
Irina Bakhturina
Investor Relations
ir@EVRAZ.com
Tel: +7 495 232 1370
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED
INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT
PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT ("FSMA") 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED)
(THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein are for
information purposes only and do not constitute or form part of any
offer or an invitation to acquire or dispose of or sell securities
in any jurisdiction and in particular the United States, Canada,
Australia or Japan or in any other jurisdiction in which such an
offer or invitation is unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The shares have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended ("Securities Act") or under
the securities laws of any State or other jurisdiction of the
United States, and, absent
registration, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any State or
other jurisdiction of the United States. There will be no public
offering of securities in the United States, any member state of
the EEA or elsewhere.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States, Canada, South Africa, Australia or Japan.
Any failure to comply with this restriction may constitute a
violation of United States, Canadian, South Africa Australian or
Japanese securities laws or any jurisdiction into which the
publication or distribution would be unlawful.
The distribution of this announcement and the offering or sale
of the shares in certain jurisdictions may be restricted by law. No
action has been taken by the Sellers, the Banks, or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the shares in any jurisdiction or possession or
distribution of this announcement or any other offering or
publicity material relating to the shares in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required by the Banks to inform
themselves about and to observe any such restrictions.
The Banks are only acting for the Sellers in connection with the
Placing, and no one else, and will not be responsible to anyone
other than to the Sellers for providing the protections offered to
clients of the Banks, nor will the Banks nor any of their
respective affiliates be responsible for providing advice in
relation to the Placing or the contents of this announcement. The
banks and/or their respective affiliates may participate in the
share sale on a proprietary basis. The Banks are authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority. This
statement does not seek to limit or exclude responsibilities or
liabilities which may arise under the FSMA or the regulatory regime
established thereunder.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted the Banks or by any of their respective
affiliates or agents as to or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No prospectus or offering document has been or will be prepared
in connection with the offering. Any investment decision to buy
securities in the share sale must be made solely on the basis of
publicly available information which has not been independently
verified by the Banks, any of their respective affiliate or agents,
or the Sellers. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company group's website
is incorporated in, or forms part of, this announcement.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
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
MSCEAKDPFLFNEFF
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March 18, 2019 12:46 ET (16:46 GMT)
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