REG - Evraz Plc - Update on the potential demerger of coal assets

EvrazAnnouncement

15/12/2021 07:25

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RNS Number : 7184V  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

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR EQUIVALENT DOCUMENT AND
INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON
THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE MATTERS DESCRIBED IN
THIS ANNOUNCEMENT IS EXPECTED TO BE PUBLISHED SHORTLY

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

15 December 2021

Proposed demerger of PJSC Raspadskaya from EVRAZ plc

On 26 January 2021, EVRAZ plc ("EVRAZ" or the "Company" and, together with its
subsidiaries, the "EVRAZ Group") announced that it was considering the
strategic merits of, and possible structures for, the potential demerger of
its metallurgical coal assets consolidated under PJSC Raspadskaya ("RASP"
and, together with its subsidiaries, the "RASP Group") (the "Demerger").

The board of EVRAZ (the "EVRAZ Board") and management of EVRAZ have conducted
a comprehensive review of the rationale and feasibility of the Demerger and
have now concluded that the separation of the two businesses serves the
long-term interests of EVRAZ's shareholders, employees, clients and other
stakeholders.

EVRAZ today announces that definitive terms have been entered into in relation
to the Demerger, subject to, among other things, approval of the Demerger and
related matters by EVRAZ's shareholders. A shareholder circular (the
"Circular") in relation to the Demerger has been submitted to the UK Financial
Conduct Authority (the "FCA") by the Company for approval. A further
announcement will be made once the Circular has been approved for publication
by the FCA, which is expected later today.

Demerger Rationale

The EVRAZ Board believes the separation of the two businesses serves the
long-term interests of EVRAZ's shareholders, employees, clients and other
stakeholders. The Demerger will result in the creation of two distinct
publicly listed businesses with leading positions in their respective fields,
and will allow each to pursue tailored strategic, capital allocation and
sustainability objectives. In particular, the EVRAZ Board believes the
Demerger will benefit the stakeholders of the separate businesses in the
following areas:

·    Increased transparency over sustainability performance and goals:
Allowing each business to concentrate on its respective sustainability
priorities, enhancing accountability for sustainability performance, and the
definition and delivery of future strategy;

·    Tailored capital allocation: Enabling each business to adopt a
capital allocation framework balancing its individual cash flow profile,
growth investment strategy and capital return priorities;

·    Independent growth strategy for RASP: Allowing RASP to independently
implement its strategy and pursue growth opportunities with dedicated
financial and human resources; and

·    Differentiated value proposition: Establishing a clear and focused
equity story for each of EVRAZ, as a leading global producer of steel, iron
ore and vanadium, and RASP, as a leading producer of high-quality
metallurgical coal.

EVRAZ's dividend policy continues to anticipate dividend payments to
shareholders of a minimum amount of US$300 million per annum, provided that
the EVRAZ Group's net debt/EBITDA ratio remains below 3.0x.

In order to demonstrate its commitment to delivering shareholder returns, RASP
has adopted a dividend and leverage policy under which it intends to declare
dividends semi-annually of not less than 100% of free cash flow, subject to
net debt/EBITDA not exceeding 1.0x, or not less than 50% of free cash flow, if
its net debt/EBITDA exceeds 1.0x. In order to ensure the strength of its
balance sheet and long-term stability, RASP will aim to maintain a net
debt/EBITDA ratio below 2.0x.

Overview of the Demerger

It is proposed that the Demerger will be effected by EVRAZ making an interim
in specie distribution of the shares it directly holds in RASP (being
approximately 90.9% of the total ordinary shares in RASP), which is listed on
the Moscow Exchange, to EVRAZ shareholders. If the Demerger proceeds, EVRAZ
shareholders are expected to receive an entitlement to 0.4255477880 of a RASP
share for each EVRAZ share held at 6:00 p.m. on 15 February 2022.

Effect of the Demerger and Details of the Share Sale Facility

The effect of the Demerger will be that EVRAZ shareholders, who currently have
an indirect interest in the RASP Group through their holding of EVRAZ shares,
will have the opportunity to receive RASP shares and therefore hold a direct
interest in the RASP Group.

EVRAZ recognises that some EVRAZ shareholders may be restricted from holding
RASP shares. Such shareholders will have the opportunity to participate in a
share sale facility (the "Share Sale Facility"), which is intended to provide
those EVRAZ shareholders with the opportunity to sell, for cash, the RASP
shares to which they will be entitled following the Demerger. Under the Share
Sale Facility, EVRAZ will procure the sale through a sale agent of those RASP
shares to which participants are entitled and will then, upon the sale of all
such RASP shares, provide the cash proceeds (net of certain costs and
expenses), to participants on a pro rata basis in US Dollars. Neither the sale
price nor the sale timeframe will be guaranteed under the Share Sale Facility
and the EVRAZ Board therefore recommends that EVRAZ shareholders that are
capable of holding RASP shares, take the necessary action to receive them and
do not participate in the Share Sale Facility. The Circular will include
further details on the Share Sale Facility and on the steps EVRAZ shareholders
are advised to take to receive the RASP shares to which they will be entitled.

After completion of the Demerger and the Share Sale Facility, EVRAZ would
accordingly cease to hold the RASP shares which it currently holds and the
RASP Group would no longer form part of the EVRAZ Group.

Responsible Transition

EVRAZ and RASP will operate as separate, independent companies following the
Demerger. RASP currently provides approximately 70% of EVRAZ's metallurgical
coal supply requirements needed to support its operations. To aid the
transition certain trading arrangements, including two new, long-term coal
offtake agreements (pursuant to which RASP will provide EVRAZ with up to
approximately 60% of the post-Demerger EVRAZ Group's coal requirements for the
purposes of steel production), will continue to 31 December 2026. East
Metals AG, the trading subsidiary of the EVRAZ Group, will continue to re-sell
coal purchased from the RASP Group for up to fifteen months following the
Demerger. RASP will become a related party of EVRAZ following the Demerger and
such arrangements have been entered into on arms' length terms. Whether they
are renewed upon expiry will be a matter to be considered by both groups in
due course. For a transitional period of approximately one year, certain
entities in the post-Demerger EVRAZ Group will also continue to provide
administrative and support services to the RASP Group, including accounting,
IT, treasury, agency and consultancy services.

Steps to Completion of the Demerger

Due to the size of the RASP Group, the Demerger is a Class 1 transaction under
the UK Listing Rules and is therefore subject to approval by EVRAZ
shareholders.

EVRAZ does not currently have sufficient distributable reserves to make the in
specie distribution of all of its RASP shares and therefore to effect the
Demerger. As an interim step, the EVRAZ Board proposes to capitalise the sum
of US$8,200,000,000 currently standing to the credit of EVRAZ's profit and
loss reserve by way of issuing certain capital reduction shares (the "Capital
Reduction Shares"), and subsequently to reduce the Company's share capital by
cancelling the Capital Reduction Shares, so as to create sufficient
distributable reserves to effect the Demerger (the "Capital Reduction").

As a technical interim step, EVRAZ's articles of association will also need to
be amended as they do not currently contemplate or expressly permit an interim
in specie distribution in the manner proposed to implement the Demerger.

The Demerger will therefore require the approval of EVRAZ shareholders at a
general meeting and the UK Court to confirm the Capital Reduction. The
Circular will include further details on the resolutions to be proposed at the
general meeting, which is expected to be held on 11 January 2022, and on the
actions EVRAZ shareholders are recommended to take by the EVRAZ Board.

Major Shareholder Undertakings

EVRAZ' major shareholders (being Greenleas International Holdings Ltd.,
Abiglaze Ltd and Crosland Global Limited), who currently hold 57.61% of EVRAZ
shares and are expected to hold at least 53.72% of the shares in RASP
following the Demerger, have provided an undertaking to EVRAZ to receive the
RASP shares to which they will be entitled following the Demerger and not to
sell such shares through the Share Sale Facility. They have also provided an
undertaking to receive Capital Reduction Shares to effect the Capital
Reduction.

Further details of the terms of the Demerger and related arrangements will be
included in the Circular.

Anticipated Timeline

Subject to EVRAZ shareholder and Court approvals being obtained, it is
currently expected that the settlement date for the transfer of RASP shares to
EVRAZ shareholders pursuant to the Demerger will be on 7 April 2022, and that
the sale of RASP shares pursuant to the Share Sale Facility will be completed
by October 2022.

Commenting on the Demerger, Alexander Abramov, Chairman of EVRAZ, said:

"This marks another major milestone in the history of EVRAZ. As part of the
process, a comprehensive review was conducted of the rationale for, and
feasibility of, the Demerger. Based on this, the EVRAZ Board believes that the
separation of the two businesses serves the long-term interests of our
shareholders, employees, clients and other stakeholders, and it has approved
the definitive terms of the transaction."

Commenting on the Demerger, Alexander Frolov, Chairman of PJSC Raspadskaya,
said:

"Following this transaction, Raspadskaya will strengthen its position as the
largest coking coal producer in Russia and as a leading player globally, with
vast and high-quality coal reserves and resources. In addition, the demerger
will allow Raspadskaya to focus on its own growth strategy and sustainable
development."

Important Actions to be Taken

The Circular will include further details on the general meeting and on the
actions EVRAZ shareholders are advised to take in relation to it. The Circular
will also include details on the steps EVRAZ shareholders are advised to take
to receive the RASP shares to which they will be entitled, 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.

Conference Call Details

Details of an analyst and investor conference call to discuss the Demerger
will be provided when EVRAZ announces publication of the Circular.

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

 

 

Information on PJSC Raspadskaya

Largest coking coal producer in Russia and one of the leading producers
globally

RASP is the largest coking coal producer in Russia and is one of the leading
coking coal producers globally for 2020.

Following its acquisition of UCC Yuzhkuzbassugol in December 2020, RASP's
operating portfolio comprises seven underground mines, two open pits and three
processing facilities in the Kemerovo Region.

In 2020, RASP mined 20.7 million tonnes of raw coking coal, accounting for 23%
of Russia's total raw coking coal output. RASP supplied 22% of high-volatility
hard and 43% of high-volatility semi-hard coking coal grades by total
consumption on the Russian market in 2020.

Large and high-quality coking coal reserves and resources base

As of 31 December 2020, RASP had 1,897 million tonnes of JORC equivalent
proved and probable coal reserves. At the 2020 level of coal extraction,
RASP's reserves are sufficient to support RASP's production for over 90 years.

Hard coking coal constituted 33% of RASP's coal production in 2020, of which
approximately 12% was classified as grade K (coking) and OS (coking
semi-lean). Coking coal of grades K and OS is not widely available in Russia
and is in high demand both domestically and abroad, largely due to its lower
volatility and high coking ability. Semi-hard coking coal contributed a
further 35% to RASP's coal production and the remaining 32% of the coal
produced in 2020 was classified as semi-soft coking coal.

RASP conducts coal mining operations from seven mines and two open pits in the
Kemerovo Region and from one mine in the Tyva Republic. Since the Kemerovo
Region is a well-developed industrial area, RASP benefits from all the
necessary infrastructure resources already established in the region. Further,
the resources and reserves of mines and open pits in Kuzbass (in the Kemerovo
Region) have been studied in substantial detail through geological exploration
works conducted by the state in the middle and late 20th century. By contrast
to the Kemerovo Region, the Tyva Republic is less developed and lacks key
infrastructure, including a railway, which substantially hinders its economic
development. Due to the lack of mines in, and the historical underdevelopment
of, the Tyva Republic, additional geological exploration is required to obtain
more detailed geological data on the region's deposits.

According to the JORC classification, the resources and reserves for each of
RASP's operating coal mines and open pits comprise:

 Enterprise                               Resources (Mt)  Reserves (Mt)
 Alardinskaya                             664             91
 Osinnikovskaya                           406             76
 Uskovskaya                               180             122
 Yerunakovskaya                           268             119
 Essaulskaya                              120             14
 Raspadskaya                              1,117           852
 Raspadsky open pit                       122             111
 Raspadskaya-Koksovaya mine and open pit  425             209
 Mezhegeyugol                             212             89

 

Highly experienced management team

RASP's senior leadership has extensive experience in the mining industry.
Andrey Davydov, the general director (CEO) of Raspadskaya Coal Company (RASP's
management company) assumed his role in June 2020 and has more than 25 years
of experience in the Russian and Ukrainian mining industries. In 2010, he
joined EVRAZ and was in charge of EVRAZ's Sukha Balka iron ore mine in Ukraine
for five years. Between 2016 and 2020, Mr. Davydov led the Management Company
EVRAZ Mezhdurechensk which managed the Sibuglemet group of enterprises.

The mine director of RASP, Alexander Elokhin, has held his current position
since September 2018, having joined RASP in 1996 as an underground
electrician. He graduated from the Kuzbass State Technical University with a
degree in the Underground mining of minerals and has held multiple roles at
RASP, including underground field supervisor, deputy director for production
and deputy general director of RASP. In 2018, he assumed his current role as
mine director of RASP.

Stanislav Kuznetsov assumed his role as the current Director of Economy and
Finance (CFO) of Raspadskaya Coal Company in July 2020. He graduated from the
Kemerovo State University in 2010 with a degree in Economics and Management at
Industrial Enterprises, and subsequently joined the Directorate of Economy and
Finance of UCC Yuzhkuzbassugol before progressing from a position as a leading
economist to head of a bureau of the Office of the Planning and Economic
Department. In 2018, Mr. Kuznetsov graduated from the EVRAZ New Leaders
programme and has an IFRS diploma.

Sergey Shiryaev has acted as Technology Director (CTO) of Raspadskaya Coal
Company since 2019. Mr. Shiryaev graduated from the Siberian State Industrial
University with two diplomas in Underground Mining and in Economics and
Management at the Mining Industry and Geological Exploration. In 2014, Mr.
Shiryaev joined Raspadskaya Coal Company as First Deputy Technical Director.

RASP's management believes that the extensive experience of RASP's senior
managers in the coal mining industry will help RASP to correctly identify and
successfully implement its strategic objectives.

Gross Assets and Profits of PJSC Raspadskaya

The gross assets of RASP that are the subject of the Demerger were valued at
US$2,005 million as at 30 June 2021. The Demerger will therefore have a
dilutive effect on EVRAZ's assets. However, as set out above, the EVRAZ Board
considers that the Demerger will enable EVRAZ to focus its capital allocation
on supporting its strategic trajectory while enabling RASP to independently
implement its strategy and pursue organic and inorganic growth opportunities.
Following the completion of the Demerger, the post-Demerger EVRAZ Group
business will review its existing externally reported key performance
indicators and consider whether they and the methodology applied to prepare
them remain appropriate in the context of the post-Demerger EVRAZ Group
business and its evolving strategy. The RASP Group's profit after tax for the
year ended 31 December 2020 was US$233 million.

 

Definitions

 Coke                                             A product made by baking coal without oxygen at high temperatures in closed
                                                  sections of the coke battery. Unwanted chemical elements escape as gases or
                                                  liquids are driven out of the coal. The unwanted gases can be used as fuels or
                                                  processed further to recover valuable chemicals. The resulting material (coke)
                                                  has a strong porous structure which makes it ideal to use in a blast furnace
 Coking coal                                      Coal used to produce coke
 Grade OS semi-lean coking coal                   Coking coal with grade OS (Otoshchonno-Spekayushchiysya) in Russian
                                                  classification
 Hard coking coal                                 High quality coking coal
 Iron ore                                         Chemical compounds of iron with other elements, namely oxygen, silicon,
                                                  sulphur or carbon. Only extremely pure (rich) iron-oxygen compounds are used
                                                  for steel making
 JORC                                             The Australasian Joint Ore Reserves Committee, which publishes the JORC code,
                                                  which is widely accepted as a standard for professional reporting of Mineral
                                                  Resources and Ore Reserves
 K-grade or grade K coking coal or coking K coal  Coking coal with grade K (Koksovyy) in Russian classification.
 Metallurgical coal                               Coking coal and PCI
 Mt                                               Million tonnes
 Open pit                                         A mine working or excavation open to the surface where material is not
                                                  replaced into the mined out areas
 PCI                                              Pulverised coal injection, which is a cost-reducing technique in iron-making
                                                  where cheaper coal is prepared to replace normal coking coal in the blast
                                                  furnace. The coal is pulverised into very small particles before injection
                                                  into the furnace via tuyeres
 Vanadium                                         A grey metal that is normally used as an alloying agent for iron and steel
                                                  products. It is also used to strengthen titanium based alloys

 

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' 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 is expected to be published by EVRAZ in connection with the matters
described in this announcement in due course.

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments.

None of the contents of EVRAZ' or RASP's websites, nor any website accessible
by hyperlinks on EVRAZ' or RASP's websites, is incorporated in, or forms part
of, this announcement.

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