TIDMUK17
RNS Number : 7272D
Goldman Sachs International
27 June 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
LAW.
Information contained herein in respect of the GDRs is not
intended for any persons located within the territory of the
Russian Federation, who are not "qualified investors" within the
meaning of Article 51.2 of the Russian Federal Law "On the
Securities Market" No. 39-FZ dated 22 April 1996, as amended, and
must not be distributed or circulated into the Russian Federation,
or made available in the Russian Federation, to any persons who are
not qualified investors, unless and to the extent they are
otherwise permitted to access such information under Russian
law.
PROPOSED PLACING OF 158 MILLION ORDINARY SHARES IN PUBLIC JOINT
STOCK COMPANY "NOVOLIPETSK STEEL" (THE "COMPANY") BY FLETCHER GROUP
HOLDINGS LTD
27 June 2019
Goldman Sachs International announces its intention to offer
approximately 158 million ordinary shares in the form of shares and
Global Depositary Receipts (1 Global Depositary Receipt = 10
ordinary shares) in Novolipetsk Steel which it has acquired from
FLETCHER GROUP HOLDINGS LTD, a company connected with Mr. Vladimir
Lisin, Chairman of the Board of Directors of the Company, for
resale to investors by way of an accelerated bookbuild process (the
"Placing"), which will launch immediately following this
announcement.
The offering is being made to institutional investors outside
the US in accordance with Regulation S under the US Securities Act
of 1933 (the "Securities Act") and to qualified institutional
buyers in the US in accordance with Rule 144A under the Securities
Act.
The ownership interest of FLETCHER GROUP HOLDINGS LTD in the
Company's issued ordinary share capital, after giving effect to the
sale, is 81 per cent of the issued share capital of the
Company.
The Placing shares represent, in aggregate, approximately 2.6
per cent of the Company's issued ordinary share capital.
Under the terms of the Placing, FLETCHER GROUP HOLDINGS LTD has
agreed not to dispose of further shares in the Company for a period
of at least 90 days.
The Company will not receive any proceeds from the Placing.
Goldman Sachs International is acting as sole bookrunner on the
Placing.
Important Notice:
The distribution of this announcement and the offer and sale of
the Company's ordinary shares in the form of shares and/or GDRs
(the "Placing Securities") in certain jurisdictions may be
restricted by law. The Placing Securities may not be offered to the
public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the Placing Securities in such jurisdiction. No action
has been taken by FLETCHER or the Joint Bookrunners or any of their
respective affiliates that would permit an offering of the Placing
Securities or possession or distribution of this announcement or
any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is
required. This announcement is not an offer of securities or
investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or
solicitation would be unlawful.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or any other jurisdiction where such an announcement would be
unlawful. The distribution of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession
this announcement or other information referred to herein comes,
should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this announcement nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offering of any securities in the United States or in any
other jurisdiction.
The information with respect to GDRs contained herein is not for
release, publication or distribution in whole or in part in or into
the Russian Federation subject to certain exceptions. These written
materials are not, and under no circumstances are to be construed
as, a public offer or advertising or an invitation to make offers
to sell, purchase, exchange or otherwise transfer or dispose of any
securities, including securities of foreign issuers, or other
financial instruments in the Russian Federation within the meaning
of Russian securities laws or to or for the benefit of any persons
or entities resident, incorporated, established or having their
usual residence in the Russian Federation, or to or for the benefit
of any person located within the territory of the Russian
Federation, who, in respect of GDRs, is not a "qualified investor"
within the meaning of Article 51.2 of the Russian Federal Law "On
the Securities Market" No. 39-FZ dated 22 April 1996, as amended,
and must not be distributed or circulated into the Russian
Federation or made available in the Russian Federation, to any
persons who are not qualified investors, unless and to the extent
the recipients are otherwise permitted to access such information
under Russian law. The GDRs referred to herein have not been
registered in Russia or admitted to placement and/or public
circulation in the Russian Federation and the information contained
herein is not to be made publicly available in the Russian
Federation or passed on to third parties in the Russian Federation,
unless otherwise permitted under Russian law. The securities are
not intended for "offering", "placement" or "circulation" (each as
defined in Russian securities laws) in the Russian Federation,
except as permitted by Russian law.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC ((as amended, including by
Directive 2010/73/EU and Regulation (EU) 2017/1129)), and includes
any relevant implementing measure in the Relevant Member State. In
the United Kingdom this announcement is directed exclusively 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOECKODDABKDAAB
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June 27, 2019 12:18 ET (16:18 GMT)
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