Evraz Plc Announcement of Results of Tender Offer (6683K)
April 20 2015 - 1:09AM
UK Regulatory
TIDMEVR
RNS Number : 6683K
Evraz Plc
20 April 2015
20 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION MAY OTHERWISE LEAD TO A BREACH
OF APPLICABLE LAW OR REGULATORY REQUIREMENT
EVRAZ plc
ANNOUNCEMENT OF RESULTS OF TENDER OFFER
EVRAZ plc ("EVRAZ" or the "Company") today announces the final
results of the Tender Offer, details of which were set out in the
Circular to Shareholders published by the Company on 1 April 2015
(the "Circular"). The Tender Offer closed at 3:00 p.m. on 17 April
2015 following shareholder approval at a General Meeting of the
Company held at 11:30 a.m. on 17 April 2015.
A total of 108,458,508 Ordinary Shares were successfully
tendered at the Tender Price of US$3.10 per ordinary share. The
total consideration payable under the Tender Offer is
US$336,221,374.80. Pursuant to the Tender Offer, the Company
invited Shareholders to tender up to a maximum of 8.03 per cent of
their shareholding calculated as at the Tender Offer Record Date.
The successfully tendered shares represent 7.20% of the issued
share capital as at 17 April 2015.
For Shareholders who elected to receive the funds for
successfully tendered Ordinary Shares in pounds sterling, the price
per Ordinary Share that will be paid to those shareholders is
206.97 pence.
As set out in the Circular, the Tender Offer will be implemented
on the basis of Morgan Stanley & Co. International plc ("Morgan
Stanley") acquiring, as principal, the successfully tendered
Ordinary Shares at the Tender Price. Following this purchase, as
further set out in the Circular, the Company will buy back the
successfully tendered Ordinary Shares from Morgan Stanley at the
Tender Price. The Company intends to hold the Ordinary Shares
repurchased pursuant to the Tender Offer in treasury.
The proceeds of the Tender Offer are expected to be despatched
to Shareholders by 23 April 2015.
Capitalised terms used in this announcement shall have the same
meaning ascribed to them in the Circular.
For further information, please contact:
Media Relations:
London: +44 207 832 8998 Moscow: +7 495 937 6871
media@EVRAZ.com
Investor Relations:
London: +44 207 832 8990 Moscow: +7 495 232 1370
ir@EVRAZ.com
Morgan Stanley (Corporate Broker):
Douglas Campbell
Sam Barnett
Tel: + 44 (0) 20 7425 8000
Cautionary Statement
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulatory Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for the Company and
no-one else as broker in connection with the Tender Offer and
Morgan Stanley, its affiliates and its and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any person
other than the Company for providing the protections afforded to
their clients, or for providing advice in relation to the Tender
Offer or any other matters or arrangements referred to or contained
in the Circular.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Morgan Stanley by FSMA or the regulatory regime
established thereunder, Morgan Stanley does not accept any
responsibility or liability whatsoever nor make any representation
or warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company, the Tender Offer or
the Circular. Each of Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise (save as referred to above) which it might otherwise
have in respect of this announcement or any such statement.
This announcement contains (or may contain) certain
forward-looking statements with respect to the Company's current
expectations and projections about future events. These statements,
which sometimes use, but are not limited to, words such as
'anticipate', 'believe', 'intend', 'estimate', 'expect' and words
of similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor Morgan Stanley
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
This announcement does not constitute or form party of any offer
or invitation to sell, or any solicitation of any offer to purchase
or subscribe for any Ordinary Shares nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor. The Tender
Offer was made only pursuant to the Circular and the related Tender
Form with respect to the Ordinary Shares. The Tender Offer was not
made to holders of Ordinary Shares residing in any jurisdiction in
which the making of the Tender Offer would not be in compliance
with the laws of that jurisdiction. In any jurisdiction where the
securities, "blue sky", or other laws require the Tender Offer to
be made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of Morgan Stanley by one or more
registered brokers or dealers licensed under the laws of such
jurisdiction.
Neither the SEC nor any US state securities commission has
approved or disapproved of this transaction or passed upon the
merits of fairness of such transaction or passed upon the adequacy
of the information contained in the Circular. Any representation to
the contrary is a criminal offence in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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