TIDMEVR TIDMTTM
RNS Number : 0152X
Evraz Plc
08 February 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
8 February 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")
Fifth and Final Closing of Share Exchange Offer
and
Cancellation of listing and trading of the GDRs
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 with ISIN US30050A1034 and ISIN US30050A2024
(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 26 January 2012, New Evraz received
further valid acceptances in respect of 2,793,468.67 Existing
Shares (including Existing Shares represented by Existing GDRs)
(representing approximately 1.88% per cent. of the Existing
Shares), taking New Evraz's total shareholding in Existing Evraz to
approximately 99.89 per cent.
Fifth and Final Closing
New Evraz announces that as at 12 noon (New York time)/5 p.m.
(London time) on 7 February 2012 (being the fifth and final closing
date of the Offer) valid acceptances have been received in respect
of a further 73,310 Existing Shares. Valid acceptances have now
been received in respect of 148,784,432.33 Existing Shares in
aggregate (representing approximately 99.94% per cent of the issued
Existing Shares).
659,790 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 9
February 2012.
The Offer is no longer open for further acceptances and is now
closed.
Termination of Deposit Agreement and De-listing of Existing
GDRs
Following the expiry of the 90 day notice period given by the
Group to terminate the deposit agreement relating to the Existing
GDRs (the "Deposit Agreement") in accordance with its terms, the
Deposit Agreement has terminated with effect from today. Remaining
GDR holders are referred to the notice provided by The Bank of New
York Mellon (as Depositary) on 5 December 2011 regarding the
consequences of termination. The Depositary can be contacted on
telephone number 1-888-BNY-ADRS (1-888-269-2377) for further
information in connection with this.
Pursuant to Listing Rule 5.3, and following the announcements by
Existing Evraz on 16 December 2011 and 20 December 2011of its
applications for the cancellation of the listing of the Existing
GDRs on the Official List and the subsequent publication of the
relevant dealing notices by the Financial Services Authority, the
Group announces that the listing of all of its Existing GDRs on the
Official List and the admission of its Existing GDRs to trading on
the London Stock Exchange has been cancelled with immediate
effect.
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
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