REG - Evraz Plc - Results of Bonus Issue and Timetable Confirmation

EvrazAnnouncement

01/02/2022 13:50

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RNS Number : 3516A  Evraz Plc  01 February 2022

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

1 February 2022

Results of Bonus Issue and Timetable Confirmation

On 15 December 2021, EVRAZ plc ("EVRAZ" and the "Company") announced details
regarding the proposed demerger of its coal business consolidated under PJSC
Raspadskaya (the "Demerger") and certain other steps required to effect the
Demerger including the capitalisation of part of the Company's profit and loss
reserve by way of an issue of deferred shares to certain shareholders who
elected to receive them (the "Capital Reduction Shares"), and further detailed
its plans in a circular published on the same day (the "Circular").

The period for return of Capital Reduction Shares Election Forms ended on 26
January 2022. Accordingly, 848,188,421 Capital Reduction Shares in the capital
of the Company of US$9.66766321843 each have been issued today. The number of
ordinary shares in the Company in issue has not changed as a result of the
Capital Reduction Share Issue.

It is intended that the Capital Reduction Shares will be cancelled shortly
after being issued as contemplated in the Circular and the Company shall keep
shareholders updated accordingly. Once the Capital Reduction has become
effective, the Company will have sufficient distributable reserves to effect
the Demerger.

The expected timetable in relation to the Demerger is set out below. Unless
the counterparties specifically agree otherwise, a buyer of the Company's
ordinary shares ahead of the ex-dividend date (being 14 February 2022) will
assume the benefit to the RASP Shares, and the seller would need to pass the
benefit to the buyer, even if the seller is the recorded owner at the Demerger
Record Time.

Defined terms used but not defined in this announcement have the meanings set
out in the Shareholder Circular published by the Company on 15 December 2021.
The Shareholder Circular includes details on the steps EVRAZ Shareholders are
advised to take to receive the RASP Shares to which they will be entitled
following the Demerger, which will include opening or otherwise holding an
account with a direct or indirect participant of a clearing institution
eligible to receive RASP Shares (such as Euroclear, Clearstream or the NSD),
and providing the details of such account to the Company's registrar by no
later than 15 March 2022. The Shareholder Circular also includes details on
the Share Sale Facility.

 Event                                                                              Time and date((1)(2))
 Ex-dividend date (first day of dealing in EVRAZ Shares ex-entitlement to the       14 February 2022
 Demerger Dividend)
 Demerger Record Time for determining entitlement to the Demerger Dividend          6:00 p.m. on 15 February 2022
 RASP Shares Information Form to be posted to EVRAZ Shareholders on the EVRAZ       As soon as reasonably practicable after 15 February 2022
 Share Register at the Demerger Record Time
 Latest time and date for receipt by EVRAZ of RASP Shares Information Form           6:00 p.m. on 15 March 2022
 completed by EVRAZ Shareholders
 Demerger Dividend of RASP Shares to EVRAZ Shareholders((3))                        29 March 2022
 Settlement date for transfer of RASP Shares to EVRAZ Shareholders not              7 April 2022((4))
 participating in the Share Sale Facility (RASP Shares to be transferred to the
 Eligible Account detailed in the RASP Shares Information Form)
 Notes:
 (1) All references to time in this announcement are to London (UK) time unless
 otherwise stated.

 (2) The times and dates given are indicative only, based on EVRAZ's current
 expectations and subject to change. If any of the times or dates above change,
 EVRAZ will give notice of the change to the FCA, the London Stock Exchange and
 to EVRAZ Shareholders by issuing an announcement through a Regulatory
 Information Service.

 (3) This is the point in time at which EVRAZ Shareholders on the EVRAZ Share
 Register at the Demerger Record Time will become entitled to their pro rata
 proportion of the RASP Shares being distributed by EVRAZ.

 (4) It is currently anticipated that the settlement date for the transfer of
 RASP Shares to Eligible Accounts will be 7 April 2022. To the extent that any
 settlement instructions remain unsettled by 7 May 2022, the relevant
 settlement instruction(s) will be withdrawn and the relevant RASP Shares will
 be sold pursuant to the Share Sale Facility. Upon completion of the settlement
 process, EVRAZ will give notice to EVRAZ Shareholders by issuing an
 announcement through a Regulatory Information Service.

 

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

 

 

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.

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.

 

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