Announcement of Tender Offer

RNS Number : 1616T

Evraz Plc

18 March 2019

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

18 March 2019

EVRAZ PLC ANNOUNCES INVITATIONS TO PURCHASE NOTES FOR CASH

EVRAZ plc (the "Company") has today launched an invitation to holders (the "Noteholders") of the U.S.$1,000,000,000 6.50% Notes due 22 April 2020 (Regulation S: Common Code: 080863861, ISIN: XS0808638612; Rule 144A: Common Code: 78394986, ISIN: US30050AAF03, CUSIP: 30050AAF0) of which U.S.$700,000,000 in principal amount is currently outstanding (the "Notes"), originally issued by Evraz Group S.A. (which was, on 13 March 2019, substituted by the Company in its capacity as issuer of the Notes), subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 18 March 2019 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum"), to tender for purchase for cash any and all their Notes in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available, subject to the offer and distribution restrictions, on the Offer Website: https://sites.dfkingltd.com/evraz.

Summary of the Tender Offer

Notes	Common code/ISIN for Regulation S Notes	Common code/ISIN/ CUSIP for Rule 144A Notes	Outstanding Principal Amount	Minimum Denomination	Purchase Price	Amount subject to the Tender Offer
U.S.$1,000,000,000 6.50% Notes due 22 April 2020	080863861/ XS0808638612	78394986/ US30050AAF03/ 30050AAF0	U.S.$700,000,000	U.S.$200,000 and integral multiples of U.S.$1,000 thereafter	U.S.$1,037.50 per U.S.$1,000 in principal amount of the Notes	Any and all

Rationale for the Tender Offer

The Company is a holding company which, together with its consolidated subsidiaries, is hereafter referred to as the "Group". The purpose of the Tender Offer is to acquire any and all of the outstanding Notes that, provided that the Financing Condition is satisfied, will be funded by the issuance of the New Notes in order to extend the maturity of a portion of the Group's indebtedness.

The Notes acquired in the Tender Offer will be cancelled.

Purchase Price and Accrued Interest

Noteholders that validly tender their Notes at or prior to the Expiration Deadline (providing such tender is received by the Information and Tender Agent at or prior to the Expiration Deadline), if the Company accepts the tender of such Notes, will be paid (subject to the conditions described herein):

·                the Purchase Price; and

·              an amount in cash in U.S. dollars equal to the Accrued Interest Amount up to but excluding the Payment Date (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent).

Acceptance of Tendered Notes

The Company intends to accept for payment on the Expiration Deadline any and all validly tendered Notes. The Company reserves the right, in its sole and absolute discretion, not to purchase any Notes, subject to applicable law.

The Company may, in its sole discretion, extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate the Tender Offer, as provided in the Tender Offer Memorandum.

Conditions to the Tender Offer

The completion of the Tender Offer is subject to, among other things, the conditions to the Tender Offer, including, in particular, the settlement of the issue by the Company of new unsecured and unsubordinated notes, on terms and conditions satisfactory to the Company, (the "New Notes") on or prior to the Payment Date (the "Financing Condition"). See "Conditions to the Tender Offer" in the Tender Offer Memorandum for more information.

Notes that are not successfully tendered for purchase pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.

Allocation of the New Notes

Subject to the conditions and on the terms set out in the Tender Offer Memorandum, Noteholders who wish to tender their Notes for cash and also subscribe for the New Notes may apply for an allocation identifier code from the Joint Dealer Managers and submit such allocation identifier code in their tender instruction. The Company will review tender instructions and may give priority to those investors tendering with the allocation identifier codes in connection with the allocation of New Notes. However, no assurances can be given that any Noteholder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. Any allocations of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. The ability to purchase New Notes and for the use of allocation identifier codes to be effective is subject to all applicable securities laws and regulations in force in any relevant jurisdiction.

For full details regarding the allocation identifier codes, please refer to the Tender Offer Memorandum.

Expected Timetable of Events

The times and dates below are indicative only.

Date	Calendar Date and/or Time	Event
Commencement Date	18 March 2019.	Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum.
Expiration Deadline	5:00 pm (CET) on 26 March 2019, unless extended or earlier terminated by the Company. In the case of an extension, the Expiration Deadline will be such other date and time as so extended.	The last time for Noteholders to tender Notes pursuant to the Tender Offer (subject to such tender being validly received by the Information and Tender Agent before such time). If a broker, dealer, bank, custodian, trust company or other nominee or other intermediary holds Notes of any Noteholder, such intermediary may have earlier deadlines for accepting the Tender Offer at or prior to the Expiration Deadline. Each Noteholder should promptly contact the broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines.
Announcement of Tender Offer Results	27 March 2019.	The Company will announce whether the Financing Condition is expected to be satisfied, the principal amount of Notes accepted for purchase and any other results of the Tender Offer, and the aggregate principal amount of Notes that will remain outstanding following completion of the Tender Offer.
Payment Date	A date following the Expiration Deadline and is expected to be on or about 4 April 2019.	Subject to the satisfaction or waiver of the Financing Condition, the day that Noteholders will be paid the Purchase Price and the Accrued Interest Amount, in the case of Notes (i) validly tendered at or prior to the Expiration Deadline (subject to such tender being validly received by the Information and Tender Agent before the Expiration Deadline) and (ii) accepted for purchase by the Company.

The above times and dates are subject to the rights of the Company, to extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate the Tender Offer (subject to applicable law).

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Tender Offer before the deadlines specified above. The deadlines set by each Clearing for the submission of Notes subject to the Tender Offer may be earlier than the relevant deadlines above.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:

The Joint Dealer Managers

Requests for information in relation to the Tender Offer should be directed to:

Bank GPB International S.A.

15, rue Bender

L-1229 Luxembourg

Grand Duchy of Luxembourg

Telephone: [phone]

Email: [e-mail]

Attention: DCM & Syndicate

ING Bank N.V., London Branch

8-10 Moorgate

London EC2R 6DA

United Kingdom

Telephone: [phone]

Email: [e-mail]

Attention: Liability Management Team

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Telephone:

[phone]

E-mail: [e-mail]

Attention: Liability Management

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Telephone: [phone]

Email: [e-mail]

Attention: Liability Management Group

Sberbank CIB (UK) Limited

85 Fleet Street

London EC4Y 1AE

United Kingdom

Telephone: [phone]

E-mail: [e-mail]

The Information and Tender Agent

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Information and Tender Agent.

Subject to the offer and distribution restrictions, the Tender Offer Memorandum, and any further announcements and amendments related to the Tender Offer, may be obtained from the Offer Website maintained by the Information and Tender Agent: https://sites.dfkingltd.com/evraz.

D.F. King Ltd

Email: [e-mail]

Offer Website: https://sites.dfkingltd.com/evraz

In London:

125 Wood Street

London EC2V 7AN

United Kingdom

By telephone: [phone]

In Hong Kong:

Suite 1601, 16/F, Central Tower

28 Queen's Road Central

Hong Kong

Telephone: [phone]

In New York:

48 Wall Street, 22nd Floor

New York, New York 10005

United States

Banks and Brokers call: [phone]

All others call Toll-Free: [phone]

By Facsimile Transmission (for Eligible Institutions only): [phone]

For Confirmation: [phone]

Attention: Andrew Beck

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Company, the Joint Dealer Managers, the Information and Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Tender Offer.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and 6, §1 of the Belgian Law of 1 April 2007 on public takeover bids (the "Public Takeover Law"), as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than:

(i)         qualified investors, as defined in Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets;

(ii)        in relation to Notes with a denomination of at least €100,000,

and in any other circumstances set out Article 6, §§3-4 of the Public Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) with the exception of individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer.

Neither the Tender Offer Memorandum nor any other offering material relating to the Tender Offer has been or will be submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer through authorised intermediaries (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

United Kingdom

The communication of the Tender Offer Memorandum by the Company and any other documents or materials relating to the Tender Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Company or other persons falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (2) those Noteholders being investment professionals and high net worth companies/undertakings each within the meaning of the Order, and (3) to any other persons to whom these documents and/or materials may lawfully be communicated.

Russian Federation

Neither the Tender Offer Memorandum nor information contained therein nor any other document or materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in the Tender Offer Memorandum or any other document or materials relating to the Tender Offer is not intended for any person in the Russian Federation who is not a "qualified investor" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (a "Russian QI") and must not be distributed or circulated into the Russian Federation or made available in the Russian Federation to any person who is not a Russian QI, unless and to the extent they are otherwise permitted to access such information under Russian law.

Singapore

The Tender Offer is made only to and directed at persons in Singapore who are holders of the Notes.

The Tender Offer Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Tender Offer Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes may not be circulated or distributed, nor may the New Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) existing Noteholders pursuant to Section 273(1)(cf) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") and (ii) pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the SFA.

Grand Duchy of Luxembourg

The Tender Offer Memorandum has not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of a public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Tender Offer may not be made to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither the Tender Offer Memorandum nor any other circular, prospectus, form of application, advertisement or other material may be distributed or otherwise made available in or from, or published in, the Grand Duchy of Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with Luxembourg law of 10 July 2005 (as amended) on prospectuses for securities.

General

The Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires the Tender Offer to be made by a licensed broker or dealer, and any of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate (as the case may be) on behalf of the Company in such jurisdiction.

In addition to the representations referred to above in respect of Belgium, France, Italy, the United Kingdom, the Russian Federation, Singapore and Luxembourg, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Tendering Notes". Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Joint Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.  

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

END

 

 

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