REG - Evraz Plc - Publication of shareholder circular

EvrazAnnouncement

15/12/2021 17:25

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211215:nRSO7976Va&default-theme=true

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 (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
(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)  +44 207 290 1095   / +7 495 232 1370
 Maria Starovoyt (Media Relations)      +44 207 290 1096   / +7 495 937 6871
 J.P. Morgan Cazenove (Joint Financial Adviser and Sole Sponsor)
 Konstantin Akimov                      +7 495 967 1000
 Fraser Jamieson                        +44 (0)20 7742 4000
 James Robinson                         +44 (0)20 7742 4000
 Citi (Joint Financial Adviser)
 Irackly Mtibelishvily                  +44 20 7986 4000 / +7 495 725 1000
 Sergey Kurdyukov                       +44 20 7986 4000 / +7 495 725 1000
 Linklaters LLP (Legal Adviser to EVRAZ)
 Hugo Stolkin                           +44 207 456 3394

 

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:

 +44 (0)330 336 9601 (local access) or 0800 279 6877 (toll free)   UK
 +7 495 646 5137 (local access) or 8 10 800 2865 5011 (toll free)  Russia
 +1 646 828 8073 (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
(https://www.webcast-eqs.com/register/evraz20211216/ru)

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

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCQELFFFLLEFBF