Convertible bond and equity offerings pricing
July 09 2009 - 1:00AM
UK Regulatory
TIDMEVR
RNS Number : 3840V
Evraz Group S.A.
09 July 2009
for immediate release
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA OR SOUTH AFRICA.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
EVRAZ RAISES APPROXIMATELY US$900 MILLION FROM CONCURRENT CONVERTIBLE BOND AND
EQUITY OFFERINGS
July 9, 2009 - Evraz Group S.A. ("Evraz" or the "Company") (LSE: EVR) is pleased
to announce the pricing of its offering of US$600 million principal amount of
7.25% convertible bonds ("Bonds") due 2014 (the "Bond Offering") and
US$300 million in the form of Global Depository Receipts ("GDRs") listed on the
London Stock Exchange, representing ordinary shares of Evraz (the "Equity
Offering" and together with the Bond Offering, the "Offerings"). The Bonds will
be convertible into GDRs at an initial conversion price of US$21.12 per GDR and
will carry a quarterly coupon of 7.25% per annum. In the Equity Offering
6,060,608 new shares will be issued as GDRs at an issue price of US$16.50 per
GDR.
The proceeds from the Offerings are intended to be used to refinance existing
debt and for general corporate purposes.
The Bonds will be convertible into GDRs at an initial conversion price of
US$21.12 per GDR. The conversion price represents a 28% premium to the Equity
Offering placement price of US$16.50 per GDR, which is the reference price for
the convertible bond. The Bonds are to have a quarterly coupon of 7.25% per
annum and will be issued at 100% of their principal amount and, unless
previously converted, repurchased or redeemed, will mature on the fifth
anniversary of their issue, in 2014. Lanebrook, a 77.6% shareholder in Evraz
prior to the Offerings, and its affiliate, are subscribing for US$200 million in
principal amount of Bonds. The Company has granted the Joint Bookrunners in the
Bond Offering an over-allotment option to subscribe for up to an additional
US$50 million in principal amount of Bonds, which if exercised in full would
result in an increase in the aggregate principal amount of the Bonds to US$650
million. This option may be exercised at any time within 14 days after the
Pricing Date.
In the Equity Offering, the Company has agreed to issue 6,060,608 shares,
including GDRs, equal to approximately 4.4% of the Company's outstanding share
capital, post issue. The issue price of the GDRs is US$16.50 per GDR, with each
GDR representing one-third of one share. The total number of outstanding shares
in the Company will increase to 138,320,758. Gross proceeds of the Equity
Offering amount to approximately US$300 million with Lanebrook and its affiliate
subscribing for US$200 million. The Company has granted the Joint Bookrunners in
the Equity Offering an over-allotment option to subscribe for up to 909,090
additional GDRs, represented by up to 303,030 additional new shares,
corresponding to additional gross proceeds of up to approximately US$15 million
in the event the over-allotment option is exercised in full. This option may be
exercised at any time within 14 days after the Pricing Date. Following the
Equity Offering, shareholding of Lanebrook and its affiliate will decrease to
77.1%. In the event the over-allotment option is exercised in full, shareholding
of Lanebrook and its affiliate will decrease to 76.9%.
Settlement and delivery of the Bonds and the GDRs is expected to occur on or
about 13 July 2009.
In order to facilitate the issuance of the Bonds, in connection with the Bond
Offering Morgan Stanley has offered certain institutional investors the
opportunity to borrow ordinary shares represented by GDRs in Evraz during the
term of the Bonds by means of a stock loan of GDRs beneficially owned by
Lanebrook (the "Loaned GDRs"). Subject to appropriate corporate authorisations
being obtained by Evraz, it is intended that in due course Evraz will issue new
ordinary shares to Lanebrook in an amount equal to the number of shares
underlying the Loaned GDRs and effect a novation of the stock lending
arrangements, whereby Evraz will be substituted for Lanebrook as lender of the
Loaned GDRs.
Application will be made to the Professional Securities Market of the London
Stock Exchange for Bonds to be listed and traded within 60 days of settlement of
the Bonds. The GDRs will be listed on the EEA Regulated Market of the London
Stock Exchange.
Goldman Sachs International and Morgan Stanley & Co. International plc are
acting as Joint Global Coordinators and, together with Deutsche Bank AG, Joint
Bookrunners for the Equity and Bond Offerings. CALYON, ING Bank N.V. London
branch, NATIXIS, RBS Hoare Govett Limited and Société Générale Corporate &
Investment Banking are acting as Co-Lead Managers in relation with the
Offerings. Lazard & Co. Limited is acting as Financial Advisor to the Company in
relation with the Offerings.
# # #
For further information:
Evraz Group
Investor Relations
Alexander Boreyko
Tel: +7 495 232 1370
IR@evraz.com
Evraz Group S.A. is a large vertically-integrated steel, mining and vanadium
business with operations in the Russian Federation, Ukraine, Europe, USA, Canada
and South Africa. Evraz produced 17.7 million tonnes of crude steel in 2008,
ranking it the 15th largest steel producer in the world by volume. Its mining
operations fully cover current its internal consumption of iron ore and coking
coal. Evraz's total audited consolidated revenues for the year ended 31 December
2008 were US$20,380 million and consolidated adjusted EBITDA was US$6,323
million.
Important Notice
This is not an offer to sell, nor a solicitation of an offer to buy any
securities and any discussions, negotiations or other communications that may be
entered into, whether in connection with the terms set out herein or otherwise,
shall be conducted subject to contract. 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 by the Joint Bookrunners or by any of their
respective affiliates, officers, employees or agents as to or in relation to the
accuracy or completeness of this document, any publicly available information in
respect of the Company, and any other written or oral information made available
to any interested party or its advisers and any liability therefore is hereby
expressly disclaimed.
Any offering and any related formal documentation will be subject to conditions
and termination events, including those which are customary for such offerings.
Any such offering will not complete unless such conditions are fulfilled and any
such termination events have not taken place or the failure to fulfil such a
condition or the occurrence of a termination event has been waived, if
applicable.
The Joint Bookrunners are acting exclusively for the Company and no one else in
connection with the Offerings. They will not regard any other person (whether or
not a recipient of this document) as their respective clients in relation to the
Offerings and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for giving
advice in relation to the Offerings or any transaction or arrangement referred
to herein.
The securities mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933 (the "Securities Act") and may not be
offered or sold in the United States unless they are registered under the
Securities Act or pursuant to an exemption from registration. There will be no
public offering of such securities in the United States.
No action has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates that would permit an offering of the securities or
possession or distribution of this press release or any offering or publicity
material relating to such securities in any jurisdiction where action for that
purpose is required. Persons into whose possession this press release comes are
required by the Company and the Joint Bookrunners to inform themselves about and
to observe any such restrictions.
This press release and any offer when made are only addressed to and directed,
in member states of the European Economic Area which have implemented the
Prospectus Directive (each, a "relevant member state"), at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) ("Qualified Investors"). In Italy, this press
release is being distributed only to, and is directed only at, qualified
investors pursuant to Article 100 of Italian Legislative Decree No.58 of 24
February 1998 as amended (the "Italian Financial Services Act") and the
implementing CONSOB Regulation and Article 2(1)(e) of the Prospectus Directive.
Each person who initially acquires any securities or to whom any offer of
securities may be made will be deemed to have represented, acknowledged and
agreed that it is a Qualified Investor and each such person in Italy will be
deemed to have further represented that it is a qualified investor pursuant to
Article 100 of the Italian Financial Services Act and the implementing CONSOB
Regulation and Article 21(1)(e) of the Prospectus Directive.
In the United Kingdom, this document is being distributed only to, and is
directed only at, Qualified Investors (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii)
to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). This document must not be acted on or
relied on (i) in the United Kingdom, by persons who are not relevant persons,
and (ii) in any member state of the European Economic Area other than the United
Kingdom, by persons who are not Qualified Investors.
Neither the Bonds nor the GDRs are eligible for placement and circulation in the
Russian Federation unless and to the extent otherwise permitted by Russian law.
This document does not constitute an offer, or an invitation to make offers,
sell, exchange or otherwise transfer the Bonds or the GDRs in the Russian
Federation or to or for the benefit of any Russian person or entity.
In connection with the Bond Offering, the Joint Bookrunners or any of them
acting as Stabilising Manager(s)) (or persons acting on behalf of any such
Stabilising Manager(s)) may over-allot Bonds or effect transactions with a view
to supporting the market price of the Bonds at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will
undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of
the Bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Bonds and 60 days
after the date of the allotment of the Bonds. Any stabilisation action or
over-allotment must be conducted by the Stabilising Manager(s) (or persons(s)
acting on behalf of the Stabilising Manager(s) (or persons(s) acting on behalf
of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
In connection with the Equity Offering, the Joint Bookrunners or any of them
acting as Stabilising Manager(s)) (or persons acting on behalf of any such
Stabilising Manager(s)) may over-allot GDRs or effect transactions with a view
to supporting the market price of the GDRs at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will
undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final offer price of the
GDRs is made and, if begun, may be ended at any time, but it must end no later
than 30 days after that date. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager(s) (or persons(s) acting on behalf of the
Stabilising Manager(s) (or persons(s) acting on behalf of the Stabilising
Manager(s)) in accordance with all applicable laws and rules.
In connection with the Offerings, each of the Joint Bookrunners and any of their
respective affiliates acting as an investor for their own account may take up
Bonds and/or GDRs and in that capacity may retain, purchase or sell for its own
account such securities and any other securities of the Company or any related
investments and may offer or sell such securities or other investments otherwise
than in connection with the Offerings. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
In connection with the Offerings, the Joint Bookrunners or their affiliates may,
for their own account, enter into asset swaps, credit derivatives or other
derivative transactions relating to the Bonds and/or GDRs at the same time as
the offer and sale of the Bonds and/or GDRs or in secondary market transactions.
The Joint Bookrunners or any of their affiliates may from time to time hold long
or short positions in or buy and sell Bonds and/or GDRs or such derivatives. No
disclosure will be made of any such positions. The amount of any such purchases
will be determined at the time of pricing of the securities and will be subject
to total demand received and final allocations.
Stabilisation/FSA
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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