REG-EVRAZ plc NOTICE OF ADJOURNED MEETING to the holders of outstanding U.S.$700,000,000 5.250 per cent. notes due 2024 issued by the Issuer

EvrazAnnouncement

08/12/2022 08:30

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   EVRAZ plc (EVR)
   NOTICE OF ADJOURNED MEETING to the holders of outstanding U.S.$700,000,000
   5.250 per cent. notes due 2024 issued by the Issuer

   08-Dec-2022 / 11:15 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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   THIS  NOTICE  IS  IMPORTANT  AND  REQUIRES  THE  IMMEDIATE  ATTENTION   OF
   NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
   TAKE, THEY  SHOULD SEEK  INDEPENDENT ADVICE,  INCLUDING AS  TO ANY  LEGAL,
   FINANCIAL OR TAX  CONSEQUENCES, IMMEDIATELY  FROM THEIR  OWN BROKER,  BANK
   MANAGER, SOLICITOR,  ACCOUNTANT OR  OTHER  INDEPENDENT FINANCIAL,  TAX  OR
   LEGAL ADVISER.

   THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF  AN
   OFFER TO BUY,  ANY SECURITY  AND IS BEING  SENT TO  NOTEHOLDERS SOLELY  IN
   THEIR CAPACITY  AS  SUCH IN  CONNECTION  WITH THE  ADJOURNED  MEETING  (AS
   DEFINED BELOW).  THIS DOES NOT AFFECT THE RIGHT OF NOTEHOLDERS TO  APPOINT
   A PROXY TO ATTEND AND VOTE AT THE ADJOURNED MEETING IN ACCORDANCE WITH THE
   PROVISIONS OF THE TRUST DEED AS DEFINED BELOW).

   8 December 2022

                                   EVRAZ plc
                                 (the “Issuer”)

                          NOTICE OF ADJOURNED MEETING
    to the holders of outstandingU.S.$700,000,000 5.250 per cent. notes due
                    2024 (the “Notes”) issued by the Issuer
    (Regulation S ISIN: XS1843443273, Common Code: 184344327Rule 144A ISIN:
            US30052KAA79, Common Code: 111730776, CUSIP: 30052KAA7)

   NOTICE IS HEREBY  GIVEN that as a  meeting the holders  of the Notes  (the
   “Noteholders”) held  virtually by  teleconference (using  a video  enabled
   platform) on 7  December 2022 at  6:00 p.m. (London  time) (the  “Original
   Meeting”) was  adjourned  due  to  a  lack  of  quorum,  pursuant  to  the
   provisions of Schedule 3 to the trust deed dated 2 April 2019 constituting
   the  Notes  (the  “Trust  Deed”), an  adjourned  meeting  (the  “Adjourned
   Meeting”) of the Noteholders convened by the Issuer will be held virtually
   by teleconference (using a video enabled platform) on 22 December 2022  at
   5:00 p.m. (London  time) for the  purpose of considering  and, if  thought
   fit, passing the  Appointment Extraordinary Resolution  and the  Amendment
   Extraordinary Resolution.

   Voting deadline  for  submitting  Consent Instructions  is  at  5:00  p.m.
   (London time) on 20 December 2022.

   Capitalised terms used but not defined in this Notice of Adjourned Meeting
   have the meanings given to them in the consent solicitation memorandum  in
   respect of the Notes dated 15 November 2022 (the “Memorandum”), which  can
   be obtained  by  request  to  the  Information  and  Tabulation  Agent  at
    1 evraz@lcpis.ru.

   The Issuer believes it to be inadvisable to hold the Adjourned Meeting  at
   a physical location. Those  persons who have indicated  that they wish  to
   attend the Adjourned Meeting will  be provided with further details  about
   attending the Adjourned Meeting via teleconference (using a video  enabled
   platform).

   Background

   The Issuer has convened  the Adjourned Meeting in  order to deliberate  on
   the same agenda as  the Original Meeting, inter  alia, for the purpose  of
   enabling the Noteholders to  consider and resolve, if  they think fit,  to
   pass  the   Appointment  Extraordinary   Resolution  and   the   Amendment
   Extraordinary Resolution. Please refer to the Memorandum and the Notice of
   Original Meeting  for  the  full text  of  the  Appointment  Extraordinary
   Resolution  and  the  Amendment  Extraordinary  Resolution,  details   for
   submitting Consent Instructions and the documents available for inspection
   by Noteholders ahead of the Adjourned Meeting.

   General

   THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE  EXTRAORDINARY
   RESOLUTIONS AND THE  TRUSTEE EXPRESSES  NO OPINION  ON THE  MERITS OF  THE
   EXTRAORDINARY RESOLUTIONS OR  ON WHETHER  NOTEHOLDERS WOULD  BE ACTING  IN
   THEIR BEST  INTERESTS  IN  APPROVING THE  EXTRAORDINARY  RESOLUTIONS,  AND
   NOTHING IN  THIS  NOTICE  SHOULD  BE  CONSTRUED  AS  A  RECOMMENDATION  TO
   NOTEHOLDERS FROM  THE  TRUSTEE TO  VOTE  IN  FAVOUR OF,  OR  AGAINST,  THE
   EXTRAORDINARY RESOLUTIONS.  NOTEHOLDERS SHOULD TAKE INDEPENDENT FINANCIAL,
   TAX AND LEGAL ADVICE ON  THE MERITS AND ON  THE CONSEQUENCES OF VOTING  IN
   FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTIONS, INCLUDING AS TO  ANY
   LEGAL, FINANCIAL OR TAX CONSEQUENCES,  IMMEDIATELY FROM THEIR OWN  BROKER,
   BANK MANAGER, SOLICITOR, ACCOUNTANT,  OR OTHER INDEPENDENT FINANCIAL,  TAX
   OR LEGAL ADVISER.  THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING,
   ANY DOCUMENTS RELATING TO THE EXTRAORDINARY RESOLUTIONS. 

   Noteholders may obtain  a copy  of the Memorandum  from Limited  liability
   company “Legal Capital Investor Services” (the “Information and Tabulation
   Agent”), the contact  details for whom  are set out  below.  A  Noteholder
   will be required to produce  evidence satisfactory to the Information  and
   Tabulation Agent as to its status as a Noteholder and that it is a  person
   to whom it is lawful to  send the Memorandum under applicable laws  before
   being sent a copy of the Memorandum.

   Copies of the Minutes of the Original Meeting dated 7 December 2022,  this
   Notice of Adjourned  Meeting, the  Memorandum and  the Trust  Deed can  be
   obtained  by  request   to  the  Information   and  Tabulation  Agent   at
   evraz@lcpis.ru.

   The attention of Noteholders is  particularly drawn to the procedures  for
   voting, quorum and other requirements  for the passing of the  Appointment
   Extraordinary Resolution and the Amendment Extraordinary Resolution at the
   Adjourned Meeting  held following  adjournment  of the  Original  Meeting,
   which are set out  at “—Voting and Quorum”  below.  Having regard to  such
   requirements, the  Noteholders are  strongly urged  either to  attend  the
   Adjourned Meeting or  to take  steps to  be represented  at the  Adjourned
   Meeting as soon as possible.

   Voting and Quorum

   The provisions governing  the convening and  holding of a  meeting of  the
   Noteholders are set out in  the Trust Deed, a  copy of which is  available
   for inspection by the Noteholders as referred to above.

   The quorum required  for the  Appointment Extraordinary  Resolution to  be
   considered at the Adjourned  Meeting is one  or more Noteholders  actually
   present at the Adjourned  Meeting. The quorum  required for the  Amendment
   Extraordinary Resolution to be considered at the Adjourned Meeting is  one
   or more  Noteholders  or  agents  representing  or  holding  one-third  in
   aggregate principal amount of the Notes then outstanding provided that  if
   the Noteholders approve  the Appointment Extraordinary  Resolution but  do
   not approve the Amendment  Extraordinary Resolution, the Appointment  will
   be effected but  if the  Noteholders approve  the Amendment  Extraordinary
   Resolution but  do not  approve the  Appointment Extraordinary  Resolution
   neither the Appointment nor the Amendments will be effected.

   To be passed in relation to the Notes, the Extraordinary Resolutions  must
   be passed at the  Adjourned Meeting duly convened  and held in  accordance
   with the  provisions  of  Schedule  3  (Provisions  for  Meetings  of  the
   Noteholders)  of  the  Trust  Deed  by   a  majority  of  not  less   than
   three-quarters of the votes cast.

   The Noteholders should note these quorum requirements and should be  aware
   that, if the  Noteholders either present  or appropriately represented  at
   the  Adjourned  Meeting  are  insufficient  to  form  a  quorum  for   the
   Extraordinary  Resolutions,  such  Extraordinary  Resolutions  cannot   be
   formally considered thereat.

   In accordance with paragraph 17 of Schedule 3 (Provisions for Meetings  of
   Noteholders) to the Trust Deed, at any meeting (i) in respect of a vote on
   a show of hands,  every person entitled  to vote shall  have one vote  and
   (ii) in respect of a vote on  a poll, every person entitled to vote  shall
   have one vote in  respect of each U.S.$1,000  in principal amount of  each
   Note so  held  or owned  or  in  respect of  which  he  is a  proxy  or  a
   representative. Without  prejudice  to  the obligations  of  proxies,  any
   persons entitled to more than one vote need not use all his votes or  cast
   all the votes to which he is entitled in the same way.

   If the Extraordinary Resolutions are duly passed at the Adjourned  Meeting
   duly  convened  and  held   in  accordance  with   the  Trust  Deed,   the
   Extraordinary Resolutions shall be binding on all the Noteholders, whether
   or not present at the Adjourned Meeting.

   This Notice  of  Adjourned  Meeting and  any  non-contractual  obligations
   arising out of, or in connection with, it shall be governed by, and  shall
   be construed in accordance with, English law.

   The Noteholders should contact the following for further information:

   The Information and Tabulation Agent:

   Limited liability company “Legal Capital Investor Services”

   Address:  10 Krivokolenny lane, bldg. 6, Moscow 101000, Russia

   Email:    2 evraz@lcpis.ru

   Phone:   +7 495 122 05 17

   Website:   3 www.lcpis.ru

    

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   For further information:

    

   Investor Relations

   +7 495 232 1370

   ir@evraz.com

    

    

   This Notice of Adjourned Meeting is given by the Issuer.

   EVRAZ plc

   8 December 2022

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   ISIN:           GB00B71N6K86, XS1533915721, XS1843443273,
   Category Code:  MSCH
   TIDM:           EVR
   LEI Code:       5493005B7DAN39RXLK23
   OAM Categories: 2.2. Inside information
   Sequence No.:   207025
   EQS News ID:    1507867


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:evraz@lcpis.ru
   2. mailto:evraz@lcpis.ru
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=aca9a1d187ca3d886cab87c02982d6e3&application_id=1507867&site_id=refinitiv2&application_name=news


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