TIDMEVR
RNS Number : 3516A
Evraz Plc
01 February 2022
EVRAZ plc
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 February 2022
Results of Bonus Issue and Timetable Confirmation
On 15 December 2021, EVRAZ plc ("EVRAZ" and the "Company")
announced details regarding the proposed demerger of its coal
business consolidated under PJSC Raspadskaya (the "Demerger") and
certain other steps required to effect the Demerger including the
capitalisation of part of the Company's profit and loss reserve by
way of an issue of deferred shares to certain shareholders who
elected to receive them (the "Capital Reduction Shares"), and
further detailed its plans in a circular published on the same day
(the "Circular").
The period for return of Capital Reduction Shares Election Forms
ended on 26 January 2022. Accordingly, 848,188,421 Capital
Reduction Shares in the capital of the Company of US$9.66766321843
each have been issued today. The number of ordinary shares in the
Company in issue has not changed as a result of the Capital
Reduction Share Issue.
It is intended that the Capital Reduction Shares will be
cancelled shortly after being issued as contemplated in the
Circular and the Company shall keep shareholders updated
accordingly. Once the Capital Reduction has become effective, the
Company will have sufficient distributable reserves to effect the
Demerger.
The expected timetable in relation to the Demerger is set out
below. Unless the counterparties specifically agree otherwise, a
buyer of the Company's ordinary shares ahead of the ex-dividend
date (being 14 February 2022) will assume the benefit to the RASP
Shares, and the seller would need to pass the benefit to the buyer,
even if the seller is the recorded owner at the Demerger Record
Time.
Defined terms used but not defined in this announcement have the
meanings set out in the Shareholder Circular published by the
Company on 15 December 2021. The Shareholder Circular includes
details on the steps EVRAZ Shareholders are advised to take to
receive the RASP Shares to which they will be entitled following
the Demerger, which will include opening or otherwise holding an
account with a direct or indirect participant of a clearing
institution eligible to receive RASP Shares (such as Euroclear,
Clearstream or the NSD), and providing the details of such account
to the Company's registrar by no later than 15 March 2022. The
Shareholder Circular also includes details on the Share Sale
Facility.
Event Time and date(1)(2)
Ex-dividend date (first day of dealing 14 February 2022
in EVRAZ Shares ex-entitlement to the
Demerger Dividend)
Demerger Record Time for determining 6:00 p.m. on
entitlement to the Demerger Dividend 15 February 2022
RASP Shares Information Form to be posted As soon as reasonably
to EVRAZ Shareholders on the EVRAZ Share practicable after
Register at the Demerger Record Time 15 February 2022
Latest time and date for receipt by EVRAZ 6:00 p.m. on
of RASP Shares Information Form completed 15 March 2022
by EVRAZ Shareholders
Demerger Dividend of RASP Shares to EVRAZ 29 March 2022
Shareholders(3)
Settlement date for transfer of RASP 7 April 2022(4)
Shares to EVRAZ Shareholders not participating
in the Share Sale Facility (RASP Shares
to be transferred to the Eligible Account
detailed in the RASP Shares Information
Form)
Notes:
(1) All references to time in this announcement are to
London (UK) time unless otherwise stated.
(2) The times and dates given are indicative only, based
on EVRAZ's current expectations and subject to change.
If any of the times or dates above change, EVRAZ will give
notice of the change to the FCA, the London Stock Exchange
and to EVRAZ Shareholders by issuing an announcement through
a Regulatory Information Service.
(3) This is the point in time at which EVRAZ Shareholders
on the EVRAZ Share Register at the Demerger Record Time
will become entitled to their pro rata proportion of the
RASP Shares being distributed by EVRAZ.
(4) It is currently anticipated that the settlement date
for the transfer of RASP Shares to Eligible Accounts will
be 7 April 2022. To the extent that any settlement instructions
remain unsettled by 7 May 2022, the relevant settlement
instruction(s) will be withdrawn and the relevant RASP
Shares will be sold pursuant to the Share Sale Facility.
Upon completion of the settlement process, EVRAZ will give
notice to EVRAZ Shareholders by issuing an announcement
through a Regulatory Information Service.
Enquiries
For further information on the Demerger, please contact:
EVRAZ
+44 207 290 1095 / +7 495
Irina Bakhturina (Investor Relations) 232 1370
+44 207 290 1096 / +7 495
Maria Starovoyt (Media Relations) 937 6871
J.P. Morgan Cazenove (Joint Financial Adviser and Sole Sponsor)
Konstantin Akimov +7 495 967 1000
Fraser Jamieson +44 (0)20 7742 4000
James Robinson +44 (0)20 7742 4000
Citi (Joint Financial Adviser)
+44 20 7986 4000 / +7 495
Irackly Mtibelishvily 725 1000
+44 20 7986 4000 / +7 495
Sergey Kurdyukov 725 1000
Linklaters LLP (Legal Adviser to EVRAZ)
Hugo Stolkin +44 207 456 3394
Important Notices
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. J.P.
Morgan Cazenove is acting as sole sponsor and joint financial
adviser to EVRAZ and no one else in connection with the matters set
out in this announcement, it will not regard any other person as
its client in relation to the matters set out in this announcement
and will not be responsible to anyone other than EVRAZ for
providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to
the contents of this announcement or any other matter or
arrangement referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised
in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority, is acting as joint
financial adviser to EVRAZ and no one else in connection with the
matters set out in this announcement, it will not regard any other
person as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than EVRAZ
for providing the protections afforded to clients of Citi or its
affiliates, nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein.
Neither J.P. Morgan Cazenove nor Citi nor any of their
respective affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of
J.P. Morgan Cazenove or Citi (as applicable) in connection with the
matters or arrangements set out in this announcement, any statement
contained herein, or otherwise.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove or Citi by the FSMA or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, J.P. Morgan Cazenove and Citi each accepts no
responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on its behalf, and nothing contained in this announcement is, or
shall be, relied on as a promise or representation in this respect,
whether as to the past or the future, in connection with EVRAZ or
the matters set out in this announcement. Each of J.P. Morgan
Cazenove, Citi and their respective subsidiaries, branches and
affiliates accordingly disclaim, to the fullest extent permitted by
law, all and any duty, liability and responsibility whether arising
in tort, contract or otherwise (save as referred to above) in
respect of this announcement or any such statement or
otherwise.
J.P. Morgan Cazenove and Citi have each given and not withdrawn
their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and
context in which they appear.
This announcement has been prepared for the purpose of complying
with applicable law and regulation of the United Kingdom and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
This announcement does not constitute or form part of any offer,
invitation to sell, otherwise dispose of or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
or other securities nor shall it or any part of it, nor the fact of
its distribution form the basis of, or be relied on in connection
with, any contract commitment or investment decision.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than: (i) in accordance with applicable United States
securities laws or the securities laws of such other country, as
the case may be; or (ii) pursuant to an available exemption from
such requirements. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended, or under the securities laws of any state or other
jurisdiction of the United States.
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of such laws or regulations.
Persons into whose possession this announcement or other
information referred to herein comes should inform themselves
about, and observe, any restrictions in such laws or
regulations.
This announcement may include statements that are, or may be
deemed to be, forward-looking statements. These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"envisages", "plans", "projects", "anticipates", "targets", "aims",
"expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward looking statements include all matters
that are not historical facts and involve predictions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect EVRAZ's
current views with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and
assumptions relating to EVRAZ's and/or RASP's results of
operations, financial position, liquidity, prospects, growth or
strategies and the industries in which they operate.
Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. Save as
required by law or regulation, EVRAZ disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements in this announcement that may occur due
to any change in its expectations or to reflect events or
circumstances after the date of this announcement. Nothing in this
announcement should be construed as a profit estimate or profit
forecast and no statement in this announcement should be
interpreted to mean that the profits of EVRAZ for the current or
future financial years would necessarily match or exceed the
historical published profits of EVRAZ.
Certain figures contained in this announcement, including
financial information, have been subject to rounding
adjustments.
None of the contents of EVRAZ's or RASP's websites, nor any
website accessible by hyperlinks on EVRAZ's or RASP's websites, is
incorporated in, or forms part of, this announcement.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUPUUCPUPPGWG
(END) Dow Jones Newswires
February 01, 2022 08:47 ET (13:47 GMT)
Evraz (LSE:EVR)
Historical Stock Chart
From May 2024 to Jun 2024
Evraz (LSE:EVR)
Historical Stock Chart
From Jun 2023 to Jun 2024