TIDMEVR TIDMEVRZ
RNS Number : 2902W
Evraz Plc
27 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
27 January 2012
EVRAZ plc ("New Evraz" or the "Company") and Evraz Group S.A.
("Existing Evraz")
Recommended share exchange offer by EVRAZ plc to acquire up to
100% of the issued and outstanding share capital of Existing Evraz,
to effect a re-domiciliation of Existing Evraz and its subsidiaries
by the insertion of New Evraz as a new holding company (the
"Group")
Fourth Closing
and
Extension of Share Exchange Offer to 7 February 2012
Introduction
On 17 October 2011, the board of directors of each of Existing
Evraz and New Evraz announced a recommended share exchange offer by
New Evraz (the "Offer") for the entire share capital of Existing
Evraz (the "Existing Shares"), including those Existing Shares
represented by GDRs (the "Existing GDRs" and, together with the
Existing Shares, the "Existing Securities") in exchange for newly
issued ordinary shares in New Evraz (the "New Shares"). The full
terms of the Offer were set out in the offer document published by
New Evraz on 17 October 2011 (the "Offer Document").
On 7 November 2011, the Offer was declared wholly unconditional,
with valid acceptances having been received in respect of
145,917,653.67 Existing Shares (including Existing Shares
represented by Existing GDRs) (representing approximately 98.01%
per cent. of the Existing Shares), and 1,313,258,883 New Shares
were admitted to the Official List of the UK Listing Authority and
to trading on the London Stock Exchange ("LSE") ("Admission").
From 7 November 2011 to 15 December 2011, New Evraz received
further valid acceptances in respect of 2,700,203.33 Existing
Shares (including Existing Shares represented by Existing GDRs)
(representing approximately 1.81% per cent. of the Existing
Shares), taking New Evraz's total shareholding in Existing Evraz to
approximately 99.82 per cent.
Fourth Closing
New Evraz announces that as at 12 noon (New York time)/5 p.m.
(London time) on 26 January 2012 (being the fourth closing date of
the Offer) valid acceptances have been received in respect of a
further 93,265.33 Existing Shares. Valid acceptances have now been
received in respect of 148,711,122.33 Existing Shares in aggregate
(representing approximately 99.89% per cent of the issued Existing
Shares).
839,388 New Shares (the "Additional New Shares") have been
allotted to the relevant accepting shareholders and application has
been made for such shares to be admitted to the Official List of
the UK Listing Authority and to trading on the LSE. It is expected
that admission to the Official List of the UK Listing Authority
will become effective and unconditional dealings in the Additional
New Shares will commence on the LSE at 8 a.m. (London time) on 30
January 2012.
Termination of Deposit Agreement and De-listing of Existing
GDRs
Holders of Existing Securities are reminded that the Group has
given notice to terminate the existing deposit agreement relating
to the Existing GDRs (the "DepositAgreement") in accordance with
its terms, with such termination to take effect, following expiry
of the 90 day notice period, on 8 February 2012. The Group has
applied for the cancellation of the listing of the Existing GDRs on
the Official List, which will result in the cancellation of trading
of the Existing GDRs on the LSE, to take effect concurrently with
termination of the Deposit Agreement.
Pursuant to the terms of the Deposit Agreement, holders of
Existing GDRs will be required to pay a cancellation fee of US$0.05
per Existing GDR in connection with termination of the Deposit
Agreement. The Group will continue to pay such cancellation fee on
behalf of holders of Existing GDRs who elect to participate in the
Offer prior to the Expiration Time (as defined below).
Extension of the Offer
New Evraz announces that the deadline for accepting the Offer
has been extended to 12 noon (New York time)/5 p.m. (London time)
on 7 February 2012 (the "Expiration Time").
Holders of Existing Securities who have not yet accepted and
wish to accept the Offer should take action to accept the Offer as
soon as possible. Details of the procedure for doing so are set out
in the Offer Document. Holders of Existing Securities who do so
will receive their New Shares on or around 9 February 2012
(although delivery of New Shares to such holders who are entitled
to receive such New Shares in certificated form pursuant to the
terms of the Offer will be delayed).
Existing GDR holders should note that the respective clearing
systems in which they hold Existing GDRs will each establish its
own cut-off date and time for the submission of instructions by
Existing GDR holders wishing to participate in the Offer, which
will be earlier than the Expiration Time. Further, if an Existing
GDR holder wishes to give an instruction to accept the Offer with
respect to Existing GDRs that are registered in the name of a
broker or other securities intermediary, the Existing GDR holder
must contact that securities intermediary to instruct them to give
an instruction to accept the Offer on its behalf; any such
securities intermediary will establish an earlier deadline than the
Expiration Time by which it must have received an instruction to
accept the Offer on the Existing GDR holder's behalf. Further, the
Existing GDR holder may be charged a fee by such securities
intermediary for processing the instruction to accept the Offer on
its behalf.
Enquiries:
Morgan Stanley & Co. International plc +44 (0) 207 425 8000
(Joint Sponsor to the Company)
Gergely Voros
Alastair Cochran
Doug Campbell
Credit Suisse Securities (Europe) Limited +44 (0) 207 888 8888
(Joint Sponsor to the Company)
James Leigh-Pemberton
Anush Simonyan
Chris Byrne
EVRAZ plc and Evraz Group S.A. Investor Contact:
Alexander Boreyko
Director, Investor Relations
London: +44 207 832 8990 Moscow: +7 495 232 1370
ir@evraz.com
EVRAZ plc and Evraz Group S.A. Media Contact:
Oleg Kuzmin
VP, Corporate Communications
London: +44 207 832 8998 Moscow: +7 495 937 6871
media@evraz.com
EVRAZ is a vertically integrated steel, mining and vanadium
business with operations in the Russian Federation, Ukraine, USA,
Canada, Czech Republic, Italy and South Africa. EVRAZ was ranked
the 15th largest steel producer in the world based on crude steel
production of 16.3 million tonnes in 2010. In 2011 EVRAZ produced
16.8 million tonnes of crude steel. A significant portion of the
Group's internal consumption of iron ore and coking coal is covered
by its mining operations. The Group's consolidated revenues for the
year ended 31 December 2010 were US$13,394 million and consolidated
adjusted EBITDA amounted to US$2,350 million.
This press release is an advertisement and not a prospectus and
investors should not subscribe for any shares or other securities
referred to in this press release except on the basis of
information in the Offer Document and the Prospectus, which are
available to eligible persons on the Group's website
(www.evraz.com). This press release does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
or other securities of New Evraz or Existing Evraz, nor shall any
part of it nor the fact of its distribution form part of or be
relied on in connection with any contract or investment decision
relating thereto, nor does it constitute a recommendation regarding
the securities of New Evraz or Existing Evraz.
Some of the information in this press release may contain
projections or other forward-looking statements regarding future
events or the future financial performance of the Company and/or
the Group. You can identify forward-looking statements by terms
such as "expect," "believe," "anticipate," "estimate," "intend,"
"will," "could," "may" or "might", the negative of such terms or
other similar expressions. These statements are only predictions
and actual events or results may differ materially. Neither New
Evraz nor Existing Evraz intends to update these statements to
reflect events and circumstances occurring after the date hereof or
to reflect the occurrence of unanticipated events. Many factors
could cause the actual results to differ materially from those
contained in the projections or forward-looking statements,
including, among others, general economic conditions, competitive
environment, as well as many other risks specifically related to
New Evraz, Existing Evraz, the Group and their operations.
The information contained herein does not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of the securities referred to herein in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any jurisdiction. The securities referred to
herein may not be offered, or sold in the United States absent
registration under the US Securities Act of 1933 (the "Securities
Act") or another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
These materials and information contained herein are not a
public offer or advertisement of securities in Russia, and are not
an offer, or an invitation to make offers, to purchase, sell,
exchange or transfer any shares whether in the form of shares or
global depositary receipts ("GDRs") in Russia. This information is
not intended to be and must not be publicly distributed in the
Russian Federation and is not intended to and must not be sent to
persons who are not qualified investors under Russian law. No
shares or GDRs have been or will be registered in Russia or are
intended for placement or public circulation in Russia.
These materials and information contained herein do not
constitute an offer of securities and nothing herein shall be read
or construed as constituting investment advice or
recommendations.
Each of Credit Suisse Securities (Europe) Limited and Morgan
Stanley & Co International plc are acting for the Company and
no one else in connection with Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Credit Suisse Securities
(Europe) Limited and Morgan Stanley & Co International plc or
for providing advice in relation to the contents of this
announcement or any matters referred to herein.
The Offer is being made in reliance on, and in compliance with,
Rule 14d-1(c) under the US Securities Exchange Act of 1934. The
Offer is being made for securities of a non-US company. The Offer
is subject to disclosure requirements of the United Kingdom and
these are different from those of the United States. Financial
statements, if any, included in the documents relating to the Offer
have been prepared in accordance with International Foreign
Reporting Standards that may not be comparable to the financial
statements of United States companies. The payment and settlement
procedures with respect to the Offer will comply with the relevant
United Kingdom rules, which differ from United States payment and
settlement procedures. In accordance with normal United Kingdom
market practice, New Evraz or any person acting on their behalf may
from time to time make certain market or private purchases of, or
arrangements to purchase, directly or indirectly, Existing
Securities other than pursuant to the Offer. Any information about
such purchases will be publicly announced as required by law or
regulation in the United Kingdom and United States.
New Evraz is organised under the laws of England and Wales and
Existing Evraz is organised under the laws of Luxembourg. Some or
all of the officers and directors of New Evraz and Existing Evraz,
respectively, are residents of countries other than the United
States. In addition, most of the assets of New Evraz and Existing
Evraz are located outside the United States. As a result, it may be
difficult for US shareholders to enforce their rights and any claim
they may have arising under the US federal securities laws, since
New Evraz is located in a foreign country, and some or all of its
officers and directors may be residents of foreign countries. US
shareholders may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US
securities laws. It may be difficult to compel a foreign company
and its affiliates to subject themselves to a US court's
judgement.
You should be aware that New Evraz may purchase securities
otherwise than under the Offer, such as in the open market or
privately negotiated purchases.
In accordance with Rule 14e-5(b) of the Exchange Act, during the
Offer Credit Suisse Securities (Europe) Limited and Morgan Stanley
& Co International plc and certain of their respective
affiliates may act as exempt principal traders in GDRs of Existing
Evraz on the London Stock Exchange. These purchases may occur
either in the open market or as privately negotiated transactions.
No information about these purchases will be publicly disclosed
unless required by applicable law, and if so required, information
about these purchases will be disclosed to the extent and in the
manner required by applicable law, and in the event of any such
disclosures, such information will be also be made available in the
United States in a manner that is comparable to the disclosure that
is made in compliance with such legal requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMGZMVNLGZZG
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