REG-EVRAZ plc EVRAZ plc announces Consent Solicitation in respect of its outstanding U.S.$700,000,000 5.250 per cent. notes due 2024
15/11/2022 07:15
============
EVRAZ plc (EVR)
EVRAZ plc announces Consent Solicitation in respect of its outstanding
U.S.$700,000,000 5.250 per cent. notes due 2024
15-Nov-2022 / 10:10 MSK
Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION
MEMORANDUM.
EVRAZ plc announces Consent Solicitation in respect of its outstanding
U.S.$700,000,000 5.250 per cent. notes due 2024
London, 15 November 2022 – EVRAZ plc (the “Issuer”) today announces a
consent solicitation (the “Consent Solicitation”) for holders (the
“Noteholders”) of its outstanding U.S.$700,000,000 5.250 per cent. notes
due 2024 (the “Notes”) to consider and, if thought fit, pass extraordinary
resolutions (the “Extraordinary Resolutions”) in order to approve (i) the
appointment of Limited liability company “Legal Capital Investor Services”
to replace and succeed BNY Mellon Corporate Trustee Services Limited as
Trustee (the “Trustee”) under the Trust Deed (the “Appointment”) and (ii)
proposed amendments to the Trust Deed and the terms and conditions
governing the Notes as further detailed in the Consent Solicitation
Memorandum (as defined below) (the “Amendments”).
The Consent Solicitation shall take place on the terms and subject to the
conditions set forth in the consent solicitation memorandum prepared by
the Issuer dated 15 November 2022 (the “Consent Solicitation Memorandum”).
The Consent Solicitation begins on the date of the Consent Solicitation
Memorandum. The Consent Deadline for submitting Consent Instructions in
respect of the Consent Solicitation is 5:00 p.m. (London time) on 5
December 2022 (as may be extended) by the Issuer). Furthermore, the Issuer
has convened the Meeting to take place on 7 December 2022 beginning at
6:00 p.m. (London time), subject to the Issuer’s ability to adjourn such
meeting to a later date in accordance with the Trust Deed for purposes of
enabling the Noteholders to consider each of the Appointment and the
Amendments and, if thought fit, pass the Extraordinary Resolutions.
Capitalised terms used in this announcement, but not defined herein, have
the meanings given to them in the Consent Solicitation Memorandum.
To participate in the Consent Solicitation and consent to the Appointment
and the Amendments, a Noteholder should deliver, or arrange to have
delivered on its behalf, a valid Consent Instruction to the Information
and Tabulation Agent by no later than the Consent Deadline as more
particularly described in the Consent Solicitation Memorandum. Only
Noteholders who hold the Notes as of the Record Date (as set out below)
may submit a Consent Instruction.
Participation in the Consent Solicitation may only be done by delivery of
a Consent Instruction to the Information and Tabulation Agent. It will not
be possible to participate in the Consent Solicitation by delivering
electronic consents to The Depository Trust Company, Euroclear or
Clearstream, Luxembourg (the “Clearing Systems”).
Once validly submitted, Consent Instructions will be irrevocable and may
not be withdrawn, subject to applicable law. Please refer to the Consent
Solicitation Memorandum for further information.
Neither the Trustee, Limited liability company “Legal Capital Investor
Services” (the “New Trustee” or the “Information and Tabulation Agent”)
nor any of their respective directors, officers, employees or affiliates
expresses any opinion on the merits of, or makes any representation or
recommendation whatsoever regarding, the Consent Solicitation or makes any
recommendation whether Noteholders should give their Consent to the
Amendments. The Trustee has not reviewed or approved, nor will it be
reviewing or approving, any documents relating to the Consent
Solicitation. Neither the Trustee, the Information and Tabulation Agent
nor any of their respective directors, officers, employees or affiliates
has verified, or assumes any responsibility for the accuracy or
completeness of, any of the information concerning the Consent
Solicitation, or the factual statements contained in, or the effect or
effectiveness of, the Consent Solicitation Memorandum or any other
documents referred to in the Consent Solicitation Memorandum or assumes
any responsibility for any failure by the Issuer to disclose events that
may have occurred and may affect the significance or accuracy of such
information or the terms of any amendment (if any) to the Consent
Solicitation.
Electronic copies of the Consent Solicitation Memorandum can be obtained
from the Information and Tabulation Agent upon request at evraz@lcpis.ru.
The following table sets forth details of the Notes:
Title of Security Common code / ISIN Aggregate Principal
CUSIP Amount Outstanding
184344327
(Reg S Common
code)
XS1843443273
U.S.$700,000,000 5.250 per 111730776 (Reg S) U.S.$700,000,000
cent. notes due 2024 (Rule 144A US30052KAA79
Common code) (Rule 144A)
30052KAA7
(CUSIP)
Rationale for the Consent Solicitation
The United States, the European Union, the United Kingdom and certain
other countries recently have introduced an unprecedented expansion of
coordinated sanctions and trading restrictions, including, among others,
new regional embargoes, full blocking sanctions on companies and
individuals, sovereign debt restrictions and other sanctions targeting a
number of Russian individuals and entities. In response to this and as
part of measures to stabilise and support the Russian financial and
currency markets, the Russian authorities have imposed additional currency
control measures aimed at restricting the outflow of foreign currency and
capital from Russia and imposed various restrictions on transacting with
non-Russian parties (including, among others, restrictions on cross-border
lending and distribution of dividends by Russian residents to
non-residents, restrictions on the service of existing debt owed by
Russian residents to non-residents). The international sanctions and the
counter-measures, as well as EU sanctioning of the National Settlement
Depositary of Russia, among other things, significantly disrupted the
existing framework and infrastructure for delivery and settlement of
securities, including effecting payments due to all Noteholders and the
cancellation process.
Furthermore, on 5 May 2022, the Issuer was designated by the Secretary of
State for Foreign, Commonwealth and Development Affairs under regulation 5
of the Russia (Sanctions) (EU Exit) Regulations 2019. As a result, the
Issuer is required to obtain a licence from the Office of Financial
Sanctions Implementation (“OFSI”) for any transactions with its funds and
economic resources.
In addition, on 9 May 2022, the Trustee has notified the Issuer of its
inability to perform its obligations under the Notes.
All these factors resulted in obstruction of payment processing, limiting
the Issuer’s ability to service its obligations under the Notes.
In light of the above, the Issuer launched the Consent Solicitation with a
view to soliciting consents of the Noteholders to approve, inter alia, the
replacement of the Trustee by Limited liability company “Legal Capital
Investor Services” as new trustee, the introduction of a new procedure for
substitution of the Issuer, the removal of certain covenants applicable to
the Issuer, the removal of certain events of default, the reduction in the
requisite majority of Noteholders required to pass an Extraordinary
Resolution, and the making of certain consequential and other technical
changes to the Trust Deed as set out in the Consent Solicitation
Memorandum.
The Consent Solicitation is intended to procure that following completion
of the transaction the Issuer has a greater flexibility to perform its
obligations under the Notes in a quickly evolving and drastically changing
environment.
Participation in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should deliver,
or arrange to have delivered on its behalf, a duly completed and signed
Consent Instruction to the Information and Tabulation Agent by e-mail at
1 evraz@lcpis.ru no later than the Consent Deadline. Only Noteholders who
hold the Notes as of the Record Date may submit a Consent Instruction. The
delivery of a Consent Instruction will not affect a Noteholder’s right to
sell or transfer the Notes. A duly executed Consent Instruction shall bind
the Noteholder executing the Consent Instruction, and any subsequent
registered holder or transferee of the Notes to which such Consent
Instruction relates.
Noteholders should note that:
i. each beneficial owner should deliver, or arrange to have delivered on
its behalf, a Consent Instruction in respect of such beneficial owner’s
Notes; and
ii. a beneficial owner must not deliver, or arrange to have delivered on
its behalf, more than one Consent Instruction in respect of the same
Notes and that any subsequent Consent Instruction delivered by a
beneficial owner that has already submitted another Consent
Instruction will be disregarded.
The Meeting to adopt the Extraordinary Resolutions will be quorate if one
or more Noteholders or agents present in person representing or holding
not less than two-thirds of the aggregate principal amount of the Notes
then outstanding are present (or if such meeting is adjourned not less
than one-third of the aggregate principal amount of the Notes then
outstanding) and each of the Extraordinary Resolutions requires
three-fourths of votes cast at the Meeting or adjourned meeting (as the
case may be) to be passed.
Provided that (i) the Requisite Consents have been received and (ii) the
Deed of Appointment and the Supplemental Trust Deed have been executed,
the Appointment will become effective and the terms and conditions of the
Notes will be amended in accordance with the Amendments. However, the
Amendments will not be effected unless both the Appointment Extraordinary
Resolution and the Amendment Extraordinary Resolution have been passed.
The Appointment may be effected if the Appointment Extraordinary
Resolution is passed and whether or not the Amendment Extraordinary
Resolution is passed. A Noteholder (including its successors and
transferees) will be bound by the Appointment and/or the Amendments, once
effective, whether or not such Noteholder consented to the Appointment and
the Amendments.
Only Noteholders who hold the Notes as of the Record Date may submit
Consent Instructions.
A duly executed Consent Instruction shall bind the Noteholder that
executed the relevant Consent Instruction and any subsequent registered
holder or transferee of the Notes to which such Consent Instruction
relates. In order to cause a Consent to be given with respect to Notes,
the applicable Noteholder must complete and sign the Consent Instruction,
and deliver it to the Information and Tabulation Agent by email at
2 evraz@lcpis.ru. In order to submit completed Consent Instructions,
Noteholders are required to provide to the Information and Tabulation
Agent by email at 3 evraz@lcpis.ru proof of holding as of the Record
Date. Noteholders are required to provide to the Information and
Tabulation Agent by email at 4 evraz@lcpis.ru proof of holding as of the
Record Date. Acceptable forms of proof of holding may include (i) a
Statement of Account for the Purpose of Proof of Holding (a STAC),
holdings report or screenshot from Euroclear, Clearstream, Luxembourg or
the DTC, or (ii) an extract or a statement from any depositary or any
other document or information which, in the opinion of the Issuer, will
sufficiently evidence the proof of holding with respect to the Notes, or
(iii) a statement of account or holdings report from a Direct Participant,
each acceptable form of proof of holding confirming (a) the Euroclear or
Clearstream, Luxembourg Direct Participant name and account number, (b)
the full name or legal entity name of the Noteholder, (c) the security
and/or ISIN held, and (d) the aggregate amount of the Notes held, or (iv)
a statement of account or holdings report from such other intermediary
(including brokers, depositories, custodians and sub-custodians) being the
immediate custodian of the account where the relevant Notes are being held
by the Noteholder submitting the Consent Instruction. Noteholders should
contact their Euroclear or Clearstream, Luxembourg representative or their
Direct Participant, bank, securities broker or other intermediary through
which they hold their respective Notes immediately to obtain proof of
holding.
Noteholders may contact the Information and Tabulation Agent via email at
5 evraz@lcpis.ru if they require assistance.
All Consent Instructions that are properly completed, signed and delivered
to the Information and Tabulation Agent on or before the Consent Deadline
by e-mail at 6 evraz@lcpis.ru will be effective.
If a Consent Instruction relates to less than the total principal amount
of the Notes which a Noteholder holds through the relevant Clearing
System, such principal amount of the Notes to which the Consent
Instruction relates shall be specified in the Consent Instruction. If no
aggregate principal amount of the Notes as to which a Consent Instruction
is delivered is specified, or if none of the boxes is marked with respect
to such Notes, but the Consent Instruction is otherwise properly completed
and signed, the Noteholder will be deemed to have consented to the
Appointment and the Amendments with respect to the entire aggregate
principal amount of the Notes so held directly or indirectly.
All questions as to the validity, form and eligibility (including time of
receipt) regarding the consent procedures will be determined by the Issuer
in its sole discretion, which determination will be conclusive and
binding. The Issuer reserves the right to reject any or all Consent
Instructions that are not in proper form or the acceptance of which could,
in the opinion of the Issuer, or its counsel, be unlawful. The Issuer also
reserves the right, to waive any defects or irregularities in connection
with deliveries of particular Consent Instructions. Unless waived, any
defects or irregularities in connection with deliveries of Consent
Instructions must be cured within such time as the Issuer determines. None
of the Issuer or any of its affiliates, the Trustee, the Information and
Tabulation Agent or any other person shall be under any duty to give any
notification of any such defects or irregularities or waiver, nor shall
any of them incur any liability for failure to give such notification.
Deliveries of Consent Instructions will not be deemed to have been made
until any irregularities or defects therein have been cured or waived.
A Noteholder or a beneficial owner of the Notes who is a Sanctions
Restricted Person may not participate in the Consent Solicitation. By
submitting a valid Consent Instruction to the Information and Tabulation
Agent, the relevant Noteholder shall be deemed to agree to, acknowledge,
represent, warrant and undertake to the Issuer, the Information and
Tabulation Agent and the Trustee that it is not a Sanctions Restricted
Person. The Issuer, the Information and Tabulation Agent and the Trustee
may rely on this representation and warranty without any additional
enquiries.
Indicative Timetable
The following table sets out the expected dates and times of the key
events relating to the Consent Solicitation. The times and dates below are
indicative only and are subject to change, including as a result of market
conditions.
Event Time and Date
Commencement of the Consent Solicitation
The Consent Solicitation is announced.
15 November 2022
The Consent Solicitation Memorandum becomes
available from the Information and Tabulation
Agent.
Record Date
The date as of which the Noteholders eligible 22 November 2022
to submit Consent Instructions are
determined.
Consent Deadline
5 December 2022 (5:00 p.m.
The final deadline for the submission of (London time))
Consent Instructions.
Date of Meeting
Meeting to consider the Appointment and the
Amendments to be held via teleconference
(using a video enabled platform). 7 December 2022 (6:00 p.m.
(London time)) subject to
If the quorum for the Meeting has not been ability to adjourn such
achieved as soon as reasonably practicable meeting as described herein
after the scheduled start of such Meeting, and the Trust Deed.
the Issuer will announce whether an adjourned
meeting will be held (and if so, the time and
date of such meeting), subject to applicable
law and the provisions of the Trust Deed.
Results Announcement 8 December 2022 (8:00 a.m.
(London time)) subject to
Announcement of the results of the Meeting or ability to hold an adjourned
the adjourned meeting (as the case may be). meeting as described herein
and the Trust Deed.
Appointment and Amendments Effectiveness As soon as reasonably
Announcement practicable after the
execution of the Deed of
Announcement that the Appointment and the Appointment and the
Amendments have come into effect. Supplemental Trust Deed by
all parties thereto.
The above times and dates are subject to the right of the Issuer to
extend, re-open, amend and/or terminate the Consent Solicitation (subject
to applicable law, the provisions of the Trust Deed and as provided in the
Consent Solicitation Memorandum). Noteholders are advised to check with
any bank, securities broker, custodian or other intermediary through which
they hold Notes whether such intermediary needs to receive instructions
from a Noteholder before the deadlines set out above in order for that
Noteholder to be able to participate in the Consent Solicitation.
Unless stated otherwise, announcements in connection with the Consent
Solicitation will be made by publication through the website of Euronext
Dublin and a press release on the Issuer’s website. Copies of all
announcements, notices and press releases can be obtained from the
Information and Tabulation Agent by request at evraz@lcpis.ru. Noteholders
are urged to contact the Information and Tabulation Agent by e-mail at
evraz@lcpis.ru for the relevant announcements during the course of the
Consent Solicitation. In addition, Noteholders may contact the Issuer for
information on the telephone number or email address on the last page of
the Consent Solicitation Memorandum.
Questions and requests for assistance in connection with the delivery of
Consent Instruction may be directed to the Information and Tabulation
Agent.
Information and Tabulation Agent
Limited liability company “Legal Capital Investor Services”
Address: 10 Krivokolenny lane, bldg. 6, Moscow 101000, Russia
Email: 7 evraz@lcpis.ru
Phone: +7 495 122 05 17
Website: 8 www.lcpis.ru
Questions or requests related to the Consent Solicitation may be directed
to the Issuer.
Issuer
EVRAZ plc
Address: 2 Portman Street, London, W1H 6DU, United Kingdom
Email: 9 IR@evraz.com
Phone: +7 495 232 1370
Website: 10 www.evraz.com
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ISIN: GB00B71N6K86, XS1533915721, XS1843443273,
Category Code: MSCH
TIDM: EVR
LEI Code: 5493005B7DAN39RXLK23
OAM Categories: 2.2. Inside information
Sequence No.: 200859
EQS News ID: 1487703
End of Announcement EQS News Service
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