Publication of shareholder circular

RNS Number : 7976V

Evraz Plc

15 December 2021

 

EVRAZ plc

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

15 December 2021

Publication of shareholder circular in relation to the proposed demerger of PJSC Raspadskaya from EVRAZ plc

Further to the announcement made earlier today by EVRAZ plc ("EVRAZ" and, together with its subsidiaries, the "EVRAZ Group") regarding the proposed demerger of its coal business consolidated under PJSC Raspadskaya ("RASP") (the "Demerger"), EVRAZ now announces that, following receipt of approval from the Financial Conduct Authority (the "FCA"), the shareholder circular in relation to the Demerger (the "Circular") has been published.

Details of a conference call to be held tomorrow to discuss the demerger are included below. The Circular is available on EVRAZ's website at https://www.evraz.com and a presentation will be made available on the same website ahead of the conference call. In accordance with UK Listing Rule 9.6.1R, a copy of the Circular has been submitted to the FCA and will shortly be available for inspection via the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A general meeting of EVRAZ will be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ at 11:00 a.m. on 11 January 2022 (the "General Meeting"). Further details are set out in the Circular and in the Notice of General Meeting contained within it. Attendees will be required to comply with any UK Government guidance in force at the time of the General Meeting. EVRAZ shareholders should not attend the General Meeting if they are suffering from any COVID-19 symptoms, they have come into close contact with someone who has tested positive for COVID-19 or they are required to isolate in accordance with UK Government guidance for any reason including, but not limited to, as a result of travelling abroad.

The EVRAZ Board will continue to monitor the COVID-19 situation closely and may need to make further adjustments to how the General Meeting is conducted. EVRAZ shareholders planning to attend the meeting should therefore regularly check EVRAZ's website and announcements for any further updates.

Enquiries

For further information on the Demerger, please contact:

EVRAZ
Irina Bakhturina (Investor Relations)	[phone]  / [phone]
Maria Starovoyt (Media Relations)	[phone]  / [phone]
J.P. Morgan Cazenove (Joint Financial Adviser and Sole Sponsor)
Konstantin Akimov	[phone]
Fraser Jamieson	[phone]
James Robinson	[phone]
Citi (Joint Financial Adviser)
Irackly Mtibelishvily	[phone] / [phone]
Sergey Kurdyukov	[phone] / [phone]
Linklaters LLP (Legal Adviser to EVRAZ)
Hugo Stolkin	[phone]

Notes to Editors:

Conference call details

A conference call to discuss the Potential Demerger update will be held on Thursday, 16 December 2021, at:

· 07:00 (New York time)

· 12:00 (London time)

· 15:00 (Moscow time)

Key speakers:

· Sir Michael Peat, Senior Independent Non-executive director

· Alexander Frolov, Non-executive director

· Alexander Kuznetsov, Vice President, Corporate Strategy and Performance Management

To join the call, please dial:

[phone] (local access) or 0800 279 6877 (toll free)	UK
[phone] (local access) or 8 10 800 2865 5011 (toll free)	Russia
[phone] (local access) or 800 289 0720 (toll free)	US

Access code: 7839669

To avoid any technical inconvenience, it is recommended that participants dial in 10 minutes before the start of the call.

An audio webcast will be available at the following link (registration needed): https://www.webcast-eqs.com/register/evraz20211216/ru

The Potential Demerger update presentation will be available on the Group's website, www.evraz.com, on Thursday, 16 December 2021, at the following link: https://www.evraz.com/en/investors/presentations/

Important Notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as sole sponsor and joint financial adviser to EVRAZ and no one else in connection with the matters set out in this announcement, it will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than EVRAZ for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein.

Citigroup Global Markets Limited ("Citi"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as joint financial adviser to EVRAZ and no one else in connection with the matters set out in this announcement, it will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than EVRAZ for providing the protections afforded to clients of Citi or its affiliates, nor for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Neither J.P. Morgan Cazenove nor Citi nor any of their respective affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove or Citi (as applicable) in connection with the matters or arrangements set out in this announcement, any statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove or Citi by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, J.P. Morgan Cazenove and Citi each accepts no responsibility whatsoever for, or makes any representation or warranty, express or implied, as to 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, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with EVRAZ or the matters set out in this announcement. Each of J.P. Morgan Cazenove, Citi and their respective subsidiaries, branches and affiliates accordingly disclaim, to the fullest extent permitted by law, all and any duty, liability and responsibility whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement or otherwise.

J.P. Morgan Cazenove and Citi have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement has been prepared for the purpose of complying with applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with applicable United States securities laws or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any restrictions in such laws or regulations.

This announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "projects", "anticipates", "targets", "aims", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect EVRAZ's current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to EVRAZ's and/or RASP's results of operations, financial position, liquidity, prospects, growth or strategies and the industries in which they operate. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, EVRAZ disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement. Nothing in this announcement should be construed as a profit estimate or profit forecast and no statement in this announcement should be interpreted to mean that the profits of EVRAZ for the current or future financial years would necessarily match or exceed the historical published profits of EVRAZ.

Completion of the transaction described in this announcement is subject to the satisfaction of certain conditions and consequently there can be no certainty that completion will be forthcoming.

This announcement is not a circular or a prospectus and has been prepared solely for the purposes of the transaction referred to in this announcement. A circular has been published by EVRAZ in connection with the matters described in this announcement today and is available on EVRAZ's website at https://www.evraz.com .

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments.

None of the contents of EVRAZ's or RASP's websites, nor any website accessible by hyperlinks on EVRAZ's or RASP's websites, is incorporated in, or forms part of, this announcement.

 

END

 

 

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