EVRAZ plc (EVR) EVRAZ plc announces Consent Solicitation in
respect of its outstanding U.S.USD700,000,000 5.250 per cent. notes
due 2024 15-Nov-2022 / 10:10 MSK Dissemination of a Regulatory
Announcement that contains inside information in accordance with
the Market Abuse Regulation (MAR), transmitted by EQS Group. The
issuer is solely responsible for the content of this
announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE
CONSENT SOLICITATION MEMORANDUM.
EVRAZ plc announces Consent Solicitation in respect of its
outstanding U.S.USD700,000,000 5.250 per cent. notes due 2024
London, 15 November 2022 - EVRAZ plc (the "Issuer") today
announces a consent solicitation (the "Consent Solicitation") for
holders (the "Noteholders") of its outstanding U.S.USD700,000,000
5.250 per cent. notes due 2024 (the "Notes") to consider and, if
thought fit, pass extraordinary resolutions (the "Extraordinary
Resolutions") in order to approve (i) the appointment of Limited
liability company "Legal Capital Investor Services" to replace and
succeed BNY Mellon Corporate Trustee Services Limited as Trustee
(the "Trustee") under the Trust Deed (the "Appointment") and (ii)
proposed amendments to the Trust Deed and the terms and conditions
governing the Notes as further detailed in the Consent Solicitation
Memorandum (as defined below) (the "Amendments").
The Consent Solicitation shall take place on the terms and
subject to the conditions set forth in the consent solicitation
memorandum prepared by the Issuer dated 15 November 2022 (the
"Consent Solicitation Memorandum"). The Consent Solicitation begins
on the date of the Consent Solicitation Memorandum. The Consent
Deadline for submitting Consent Instructions in respect of the
Consent Solicitation is 5:00 p.m. (London time) on 5 December 2022
(as may be extended) by the Issuer). Furthermore, the Issuer has
convened the Meeting to take place on 7 December 2022 beginning at
6:00 p.m. (London time), subject to the Issuer's ability to adjourn
such meeting to a later date in accordance with the Trust Deed for
purposes of enabling the Noteholders to consider each of the
Appointment and the Amendments and, if thought fit, pass the
Extraordinary Resolutions.
Capitalised terms used in this announcement, but not defined
herein, have the meanings given to them in the Consent Solicitation
Memorandum.
To participate in the Consent Solicitation and consent to the
Appointment and the Amendments, a Noteholder should deliver, or
arrange to have delivered on its behalf, a valid Consent
Instruction to the Information and Tabulation Agent by no later
than the Consent Deadline as more particularly described in the
Consent Solicitation Memorandum. Only Noteholders who hold the
Notes as of the Record Date (as set out below) may submit a Consent
Instruction.
Participation in the Consent Solicitation may only be done by
delivery of a Consent Instruction to the Information and Tabulation
Agent. It will not be possible to participate in the Consent
Solicitation by delivering electronic consents to The Depository
Trust Company, Euroclear or Clearstream, Luxembourg (the "Clearing
Systems").
Once validly submitted, Consent Instructions will be irrevocable
and may not be withdrawn, subject to applicable law. Please refer
to the Consent Solicitation Memorandum for further information.
Neither the Trustee, Limited liability company "Legal Capital
Investor Services" (the "New Trustee" or the "Information and
Tabulation Agent") nor any of their respective directors, officers,
employees or affiliates expresses any opinion on the merits of, or
makes any representation or recommendation whatsoever regarding,
the Consent Solicitation or makes any recommendation whether
Noteholders should give their Consent to the Amendments. The
Trustee has not reviewed or approved, nor will it be reviewing or
approving, any documents relating to the Consent Solicitation.
Neither the Trustee, the Information and Tabulation Agent nor any
of their respective directors, officers, employees or affiliates
has verified, or assumes any responsibility for the accuracy or
completeness of, any of the information concerning the Consent
Solicitation, or the factual statements contained in, or the effect
or effectiveness of, the Consent Solicitation Memorandum or any
other documents referred to in the Consent Solicitation Memorandum
or assumes any responsibility for any failure by the Issuer to
disclose events that may have occurred and may affect the
significance or accuracy of such information or the terms of any
amendment (if any) to the Consent Solicitation.
Electronic copies of the Consent Solicitation Memorandum can be
obtained from the Information and Tabulation Agent upon request at
evraz@lcpis.ru.
The following table sets forth details of the Notes:
Title of Security Common code / CUSIP ISIN Aggregate Principal Amount
Outstanding
184344327 (Reg S Common
code)
U.S.USD700,000,000 5.250 per cent. XS1843443273 (Reg S) U.S.USD700,000,000
notes due 2024 111730776 (Rule 144A US30052KAA79 (Rule 144A)
Common code)
30052KAA7 (CUSIP)
Rationale for the Consent Solicitation
The United States, the European Union, the United Kingdom and
certain other countries recently have introduced an unprecedented
expansion of coordinated sanctions and trading restrictions,
including, among others, new regional embargoes, full blocking
sanctions on companies and individuals, sovereign debt restrictions
and other sanctions targeting a number of Russian individuals and
entities. In response to this and as part of measures to stabilise
and support the Russian financial and currency markets, the Russian
authorities have imposed additional currency control measures aimed
at restricting the outflow of foreign currency and capital from
Russia and imposed various restrictions on transacting with
non-Russian parties (including, among others, restrictions on
cross-border lending and distribution of dividends by Russian
residents to non-residents, restrictions on the service of existing
debt owed by Russian residents to non-residents). The international
sanctions and the counter-measures, as well as EU sanctioning of
the National Settlement Depositary of Russia, among other things,
significantly disrupted the existing framework and infrastructure
for delivery and settlement of securities, including effecting
payments due to all Noteholders and the cancellation process.
Furthermore, on 5 May 2022, the Issuer was designated by the
Secretary of State for Foreign, Commonwealth and Development
Affairs under regulation 5 of the Russia (Sanctions) (EU Exit)
Regulations 2019. As a result, the Issuer is required to obtain a
licence from the Office of Financial Sanctions Implementation
("OFSI") for any transactions with its funds and economic
resources.
In addition, on 9 May 2022, the Trustee has notified the Issuer
of its inability to perform its obligations under the Notes.
All these factors resulted in obstruction of payment processing,
limiting the Issuer's ability to service its obligations under the
Notes.
In light of the above, the Issuer launched the Consent
Solicitation with a view to soliciting consents of the Noteholders
to approve, inter alia, the replacement of the Trustee by Limited
liability company "Legal Capital Investor Services" as new trustee,
the introduction of a new procedure for substitution of the Issuer,
the removal of certain covenants applicable to the Issuer, the
removal of certain events of default, the reduction in the
requisite majority of Noteholders required to pass an Extraordinary
Resolution, and the making of certain consequential and other
technical changes to the Trust Deed as set out in the Consent
Solicitation Memorandum.
The Consent Solicitation is intended to procure that following
completion of the transaction the Issuer has a greater flexibility
to perform its obligations under the Notes in a quickly evolving
and drastically changing environment.
Participation in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should
deliver, or arrange to have delivered on its behalf, a duly
completed and signed Consent Instruction to the Information and
Tabulation Agent by e-mail at evraz@lcpis.ru no later than the
Consent Deadline. Only Noteholders who hold the Notes as of the
Record Date may submit a Consent Instruction. The delivery of a
Consent Instruction will not affect a Noteholder's right to sell or
transfer the Notes. A duly executed Consent Instruction shall bind
the Noteholder executing the Consent Instruction, and any
subsequent registered holder or transferee of the Notes to which
such Consent Instruction relates.
Noteholders should note that: i. each beneficial owner should
deliver, or arrange to have delivered on its behalf, a Consent
Instructionin respect of such beneficial owner's Notes; and ii. a
beneficial owner must not deliver, or arrange to have delivered on
its behalf, more than one ConsentInstruction in respect of the same
Notes and that any subsequent Consent Instruction delivered by a
beneficialowner that has already submitted another Consent
Instruction will be disregarded.
The Meeting to adopt the Extraordinary Resolutions will be
quorate if one or more Noteholders or agents present in person
representing or holding not less than two-thirds of the aggregate
principal amount of the Notes then outstanding are present (or if
such meeting is adjourned not less than one-third of the aggregate
principal amount of the Notes then outstanding) and each of the
Extraordinary Resolutions requires three-fourths of votes cast at
the Meeting or adjourned meeting (as the case may be) to be
passed.
Provided that (i) the Requisite Consents have been received and
(ii) the Deed of Appointment and the Supplemental Trust Deed have
been executed, the Appointment will become effective and the terms
and conditions of the Notes will be amended in accordance with the
Amendments. However, the Amendments will not be effected unless
both the Appointment Extraordinary Resolution and the Amendment
Extraordinary Resolution have been passed. The Appointment may be
effected if the Appointment Extraordinary Resolution is passed and
whether or not the Amendment Extraordinary Resolution is passed. A
Noteholder (including its successors and transferees) will be bound
by the Appointment and/or the Amendments, once effective, whether
or not such Noteholder consented to the Appointment and the
Amendments.
Only Noteholders who hold the Notes as of the Record Date may
submit Consent Instructions.
A duly executed Consent Instruction shall bind the Noteholder
that executed the relevant Consent Instruction and any subsequent
registered holder or transferee of the Notes to which such Consent
Instruction relates. In order to cause a Consent to be given with
respect to Notes, the applicable Noteholder must complete and sign
the Consent Instruction, and deliver it to the Information and
Tabulation Agent by email at evraz@lcpis.ru. In order to submit
completed Consent Instructions, Noteholders are required to provide
to the Information and Tabulation Agent by email at evraz@lcpis.ru
proof of holding as of the Record Date. Noteholders are required to
provide to the Information and Tabulation Agent by email at
evraz@lcpis.ru proof of holding as of the Record Date. Acceptable
forms of proof of holding may include (i) a Statement of Account
for the Purpose of Proof of Holding (a STAC), holdings report or
screenshot from Euroclear, Clearstream, Luxembourg or the DTC, or
(ii) an extract or a statement from any depositary or any other
document or information which, in the opinion of the Issuer, will
sufficiently evidence the proof of holding with respect to the
Notes, or (iii) a statement of account or holdings report from a
Direct Participant, each acceptable form of proof of holding
confirming (a) the Euroclear or Clearstream, Luxembourg Direct
Participant name and account number, (b) the full name or legal
entity name of the Noteholder, (c) the security and/or ISIN held,
and (d) the aggregate amount of the Notes held, or (iv) a statement
of account or holdings report from such other intermediary
(including brokers, depositories, custodians and sub-custodians)
being the immediate custodian of the account where the relevant
Notes are being held by the Noteholder submitting the Consent
Instruction. Noteholders should contact their Euroclear or
Clearstream, Luxembourg representative or their Direct Participant,
bank, securities broker or other intermediary through which they
hold their respective Notes immediately to obtain proof of
holding.
Noteholders may contact the Information and Tabulation Agent via
email at evraz@lcpis.ru if they require assistance.
All Consent Instructions that are properly completed, signed and
delivered to the Information and Tabulation Agent on or before the
Consent Deadline by e-mail at evraz@lcpis.ru will be effective.
If a Consent Instruction relates to less than the total
principal amount of the Notes which a Noteholder holds through the
relevant Clearing System, such principal amount of the Notes to
which the Consent Instruction relates shall be specified in the
Consent Instruction. If no aggregate principal amount of the Notes
as to which a Consent Instruction is delivered is specified, or if
none of the boxes is marked with respect to such Notes, but the
Consent Instruction is otherwise properly completed and signed, the
Noteholder will be deemed to have consented to the Appointment and
the Amendments with respect to the entire aggregate principal
amount of the Notes so held directly or indirectly.
All questions as to the validity, form and eligibility
(including time of receipt) regarding the consent procedures will
be determined by the Issuer in its sole discretion, which
determination will be conclusive and binding. The Issuer reserves
the right to reject any or all Consent Instructions that are not in
proper form or the acceptance of which could, in the opinion of the
Issuer, or its counsel, be unlawful. The Issuer also reserves the
right, to waive any defects or irregularities in connection with
deliveries of particular Consent Instructions. Unless waived, any
defects or irregularities in connection with deliveries of Consent
Instructions must be cured within such time as the Issuer
determines. None of the Issuer or any of its affiliates, the
Trustee, the Information and Tabulation Agent or any other person
shall be under any duty to give any notification of any such
defects or irregularities or waiver, nor shall any of them incur
any liability for failure to give such notification. Deliveries of
Consent Instructions will not be deemed to have been made until any
irregularities or defects therein have been cured or waived.
A Noteholder or a beneficial owner of the Notes who is a
Sanctions Restricted Person may not participate in the Consent
Solicitation. By submitting a valid Consent Instruction to the
Information and Tabulation Agent, the relevant Noteholder shall be
deemed to agree to, acknowledge, represent, warrant and undertake
to the Issuer, the Information and Tabulation Agent and the Trustee
that it is not a Sanctions Restricted Person. The Issuer, the
Information and Tabulation Agent and the Trustee may rely on this
representation and warranty without any additional enquiries.
Indicative Timetable
The following table sets out the expected dates and times of the
key events relating to the Consent Solicitation. The times and
dates below are indicative only and are subject to change,
including as a result of market conditions.
Event Time and Date
Commencement of the Consent Solicitation
The Consent Solicitation is announced. 15 November 2022
The Consent Solicitation Memorandum becomes available from the Information
and Tabulation Agent.
Record Date
22 November 2022
The date as of which the Noteholders eligible to submit Consent
Instructions are determined.
Consent Deadline
5 December 2022 (5:00 p.m. (London time))
The final deadline for the submission of Consent Instructions.
Date of Meeting
Meeting to consider the Appointment and the Amendments to be held via
teleconference (using a video enabled platform). 7 December 2022 (6:00 p.m. (London time))
subject to ability to adjourn such meeting
If the quorum for the Meeting has not been achieved as soon as reasonably as described herein and the Trust Deed.
practicable after the scheduled start of such Meeting, the Issuer will
announce whether an adjourned meeting will be held (and if so, the time and
date of such meeting), subject to applicable law and the provisions of the
Trust Deed.
Results Announcement 8 December 2022 (8:00 a.m. (London time))
subject to ability to hold an adjourned
Announcement of the results of the Meeting or the adjourned meeting (as the meeting as described herein and the Trust
case may be). Deed.
Appointment and Amendments Effectiveness Announcement As soon as reasonably practicable after the
execution of the Deed of Appointment and
Announcement that the Appointment and the Amendments have come into effect. the Supplemental Trust Deed by all parties
thereto.
The above times and dates are subject to the right of the Issuer
to extend, re-open, amend and/or terminate the Consent Solicitation
(subject to applicable law, the provisions of the Trust Deed and as
provided in the Consent Solicitation Memorandum). Noteholders are
advised to check with any bank, securities broker, custodian or
other intermediary through which they hold Notes whether such
intermediary needs to receive instructions from a Noteholder before
the deadlines set out above in order for that Noteholder to be able
to participate in the Consent Solicitation.
Unless stated otherwise, announcements in connection with the
Consent Solicitation will be made by publication through the
website of Euronext Dublin and a press release on the Issuer's
website. Copies of all announcements, notices and press releases
can be obtained from the Information and Tabulation Agent by
request at evraz@lcpis.ru. Noteholders are urged to contact the
Information and Tabulation Agent by e-mail at evraz@lcpis.ru for
the relevant announcements during the course of the Consent
Solicitation. In addition, Noteholders may contact the Issuer for
information on the telephone number or email address on the last
page of the Consent Solicitation Memorandum.
Questions and requests for assistance in connection with the
delivery of Consent Instruction may be directed to the Information
and Tabulation Agent.
Information and Tabulation Agent Limited liability company
"Legal Capital Investor Services"
Address: 10 Krivokolenny lane, bldg. 6, Moscow 101000,
Russia
Email: evraz@lcpis.ru
Phone: +7 495 122 05 17
Website: www.lcpis.ru
Questions or requests related to the Consent Solicitation may be
directed to the Issuer.
Issuer EVRAZ plc
Address: 2 Portman Street, London, W1H 6DU, United Kingdom
Email: IR@evraz.com Phone: +7 495 232 1370 Website:
www.evraz.com
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ISIN: GB00B71N6K86, XS1533915721, XS1843443273,
Category Code: MSCH
TIDM: EVR
LEI Code: 5493005B7DAN39RXLK23
OAM Categories: 2.2. Inside information
Sequence No.: 200859
EQS News ID: 1487703
End of Announcement EQS News Service
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