EVRAZ plc (EVR) NOTICE OF ADJOURNED MEETING to the holders of
outstanding U.S.USD700,000,000 5.250 per cent. notes due 2024
issued by the Issuer 08-Dec-2022 / 11:15 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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THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO
ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR
OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO
NOTEHOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE
ADJOURNED MEETING (AS DEFINED BELOW). THIS DOES NOT AFFECT THE
RIGHT OF NOTEHOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE
ADJOURNED MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST
DEED AS DEFINED BELOW).
8 December 2022
EVRAZ plc (the "Issuer")
NOTICE OF ADJOURNED MEETING to the holders of
outstandingU.S.USD700,000,000 5.250 per cent. notes due 2024 (the
"Notes") issued by the Issuer (Regulation S ISIN: XS1843443273,
Common Code: 184344327Rule 144A ISIN: US30052KAA79, Common Code:
111730776, CUSIP: 30052KAA7)
NOTICE IS HEREBY GIVEN that as a meeting the holders of the
Notes (the "Noteholders") held virtually by teleconference (using a
video enabled platform) on 7 December 2022 at 6:00 p.m. (London
time) (the "Original Meeting") was adjourned due to a lack of
quorum, pursuant to the provisions of Schedule 3 to the trust deed
dated 2 April 2019 constituting the Notes (the "Trust Deed"), an
adjourned meeting (the "Adjourned Meeting") of the Noteholders
convened by the Issuer will be held virtually by teleconference
(using a video enabled platform) on 22 December 2022 at 5:00 p.m.
(London time) for the purpose of considering and, if thought fit,
passing the Appointment Extraordinary Resolution and the Amendment
Extraordinary Resolution.
Voting deadline for submitting Consent Instructions is at 5:00
p.m. (London time) on 20 December 2022.
Capitalised terms used but not defined in this Notice of
Adjourned Meeting have the meanings given to them in the consent
solicitation memorandum in respect of the Notes dated 15 November
2022 (the "Memorandum"), which can be obtained by request to the
Information and Tabulation Agent at evraz@lcpis.ru.
The Issuer believes it to be inadvisable to hold the Adjourned
Meeting at a physical location. Those persons who have indicated
that they wish to attend the Adjourned Meeting will be provided
with further details about attending the Adjourned Meeting via
teleconference (using a video enabled platform).
Background
The Issuer has convened the Adjourned Meeting in order to
deliberate on the same agenda as the Original Meeting, inter alia,
for the purpose of enabling the Noteholders to consider and
resolve, if they think fit, to pass the Appointment Extraordinary
Resolution and the Amendment Extraordinary Resolution. Please refer
to the Memorandum and the Notice of Original Meeting for the full
text of the Appointment Extraordinary Resolution and the Amendment
Extraordinary Resolution, details for submitting Consent
Instructions and the documents available for inspection by
Noteholders ahead of the Adjourned Meeting.
General
THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE
EXTRAORDINARY RESOLUTIONS AND THE TRUSTEE EXPRESSES NO OPINION ON
THE MERITS OF THE EXTRAORDINARY RESOLUTIONS OR ON WHETHER
NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING
THE EXTRAORDINARY RESOLUTIONS, AND NOTHING IN THIS NOTICE SHOULD BE
CONSTRUED AS A RECOMMENDATION TO NOTEHOLDERS FROM THE TRUSTEE TO
VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTIONS.
NOTEHOLDERS SHOULD TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE
ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR
AGAINST, THE EXTRAORDINARY RESOLUTIONS, INCLUDING AS TO ANY LEGAL,
FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT
FINANCIAL, TAX OR LEGAL ADVISER. THE TRUSTEE HAS NOT REVIEWED, NOR
WILL IT BE REVIEWING, ANY DOCUMENTS RELATING TO THE EXTRAORDINARY
RESOLUTIONS.
Noteholders may obtain a copy of the Memorandum from Limited
liability company "Legal Capital Investor Services" (the
"Information and Tabulation Agent"), the contact details for whom
are set out below. A Noteholder will be required to produce
evidence satisfactory to the Information and Tabulation Agent as to
its status as a Noteholder and that it is a person to whom it is
lawful to send the Memorandum under applicable laws before being
sent a copy of the Memorandum.
Copies of the Minutes of the Original Meeting dated 7 December
2022, this Notice of Adjourned Meeting, the Memorandum and the
Trust Deed can be obtained by request to the Information and
Tabulation Agent at evraz@lcpis.ru.
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Appointment Extraordinary Resolution and the
Amendment Extraordinary Resolution at the Adjourned Meeting held
following adjournment of the Original Meeting, which are set out at
"-Voting and Quorum" below. Having regard to such requirements, the
Noteholders are strongly urged either to attend the Adjourned
Meeting or to take steps to be represented at the Adjourned Meeting
as soon as possible.
Voting and Quorum
The provisions governing the convening and holding of a meeting
of the Noteholders are set out in the Trust Deed, a copy of which
is available for inspection by the Noteholders as referred to
above.
The quorum required for the Appointment Extraordinary Resolution
to be considered at the Adjourned Meeting is one or more
Noteholders actually present at the Adjourned Meeting. The quorum
required for the Amendment Extraordinary Resolution to be
considered at the Adjourned Meeting is one or more Noteholders or
agents representing or holding one-third in aggregate principal
amount of the Notes then outstanding provided that if the
Noteholders approve the Appointment Extraordinary Resolution but do
not approve the Amendment Extraordinary Resolution, the Appointment
will be effected but if the Noteholders approve the Amendment
Extraordinary Resolution but do not approve the Appointment
Extraordinary Resolution neither the Appointment nor the Amendments
will be effected.
To be passed in relation to the Notes, the Extraordinary
Resolutions must be passed at the Adjourned Meeting duly convened
and held in accordance with the provisions of Schedule 3
(Provisions for Meetings of the Noteholders) of the Trust Deed by a
majority of not less than three-quarters of the votes cast.
The Noteholders should note these quorum requirements and should
be aware that, if the Noteholders either present or appropriately
represented at the Adjourned Meeting are insufficient to form a
quorum for the Extraordinary Resolutions, such Extraordinary
Resolutions cannot be formally considered thereat.
In accordance with paragraph 17 of Schedule 3 (Provisions for
Meetings of Noteholders) to the Trust Deed, at any meeting (i) in
respect of a vote on a show of hands, every person entitled to vote
shall have one vote and (ii) in respect of a vote on a poll, every
person entitled to vote shall have one vote in respect of each
U.S.USD1,000 in principal amount of each Note so held or owned or
in respect of which he is a proxy or a representative. Without
prejudice to the obligations of proxies, any persons entitled to
more than one vote need not use all his votes or cast all the votes
to which he is entitled in the same way.
If the Extraordinary Resolutions are duly passed at the
Adjourned Meeting duly convened and held in accordance with the
Trust Deed, the Extraordinary Resolutions shall be binding on all
the Noteholders, whether or not present at the Adjourned
Meeting.
This Notice of Adjourned Meeting and any non-contractual
obligations arising out of, or in connection with, it shall be
governed by, and shall be construed in accordance with, English
law.
The Noteholders should contact the following for further
information:
The 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
###
For further information:
Investor Relations
+7 495 232 1370
ir@evraz.com
This Notice of Adjourned Meeting is given by the Issuer.
EVRAZ plc
8 December 2022
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ISIN: GB00B71N6K86, XS1533915721, XS1843443273,
Category Code: MSCH
TIDM: EVR
LEI Code: 5493005B7DAN39RXLK23
OAM Categories: 2.2. Inside information
Sequence No.: 207025
EQS News ID: 1507867
End of Announcement EQS News Service
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