Last checked at 14 Nov 2012 08:24
U.S.$750,000,000 8.25% Guaranteed Notes due 2015 issued by Evraz Group S.A. and unconditionally and irrevocably guaranteed without limitation for amount by Mastercroft Limited (ISIN: XS0234987153/US30050AAA16, CUSIP:30050AAA1) (the "Notes") of which U.S.$576,700,000 in principal amount remains outstanding
14 November 2012 - Evraz Group S.A. ("Evraz" or the "Company") today formally announces a proposal to remove a covenant in the Notes by way of consent solicitation (the "Consent Solicitation") as set out in a solicitation memorandum dated 14 November 2012 (the "Solicitation Memorandum").
The Company (with the agreement of Mastercroft Limited) is seeking approval by way of an extraordinary resolution (the "Extraordinary Resolution") of the holders of the Notes to remove a covenant requiring the Company to maintain the Net Leverage Ratio at or below a specified level.
The Issuer is not in breach of any of the covenants, whether in respect of which the approval is being sought, or otherwise. The Issuer is seeking amendments to the existing covenant package to align the covenants under the Notes with the covenants under the Issuer's other series of notes. None of the other series of the Issuer's notes contain a covenant of the Issuer to maintain its Net Leverage Ratio at or below a specified level.
The Company has solicited holders of the Notes to consider the proposals upon the terms and conditions set out in the Solicitation Memorandum.
All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Solicitation Memorandum.
An indicative timetable is set out below.
Indicative Timetable |
|
Launch of Consent Solicitation | 14 November 2012 |
Early Instruction Deadline | 4.00 p.m. on 5 December 2012 |
Late Instruction Deadline: | 2.00 p.m. on 7 December 2012 |
Time and date of meeting: | 2.00 p.m. on 10 December 2012 |
All references are to London time unless specified otherwise.
Holders of the Notes should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in this Solicitation Memorandum and, if so, should follow those deadlines.
Holders of the Notes who deliver voting instructions in favour of the Extraordinary Resolution (i) prior to the Early Instruction Deadline, and do not revoke such instructions, shall be eligible to receive an amount of U.S.$4.50 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions and (ii) after the Early Instruction Deadline but prior to the Late Instruction Deadline, and do not revoke such instructions, shall be eligible to receive an amount of U.S.$2.50 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions, subject to the Extraordinary Resolution being duly passed.
Holders of the Notes are advised to read carefully the Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation, including details of the fees referred to above. J.P. Morgan Securities plc and Deutsche Bank AG, London Branch are acting as Joint Solicitation Agents and The Bank of New York Mellon, London Branch is acting as Tabulation Agent.
Requests for all information in relation to the Consent Solicitation, including requests by holders of Notes for copies of the Solicitation Memorandum, should be directed to:
The Joint Solicitation Agents
Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited Kingdom
Telephone: +44 20 7545 8011Email: liability.management@db.comAttention: Liability Management Group
J.P. Morgan Securities plc25 Bank StreetCanary WharfLondon E14 5JPUnited Kingdom
Telephone: +44 20 7134 3414Email: emea_lm@jpmorgan.comAttention: Liability Management
The Tabulation Agent
The Bank of New York Mellon, London BranchOne Canada SquareLondon E14 5ALUnited Kingdom
Email: debtrestructuring@bnymellon.com (general enquiries relating to the Meeting)Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com (enquiries regarding DTC Instructions)
All requests for information in relation to voting procedures should be directed to the Tabulation Agent.
This release does not constitute an invitation to participate in the Consent Solicitation.
No offer or invitation to issue or redeem any securities is being made pursuant to this release. This release must be read in conjunction with the Solicitation Memorandum.
This release and the Solicitation Memorandum contain important information which should be read carefully before any decision is made in relation to the Consent Solicitation. If a holder of Notes (a "Noteholder ") is in any doubt as to the action they should take, they are recommended to seek their own financial advice, including in respect of any tax consequences, immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any person whose Notes are held on its behalf by a broker, dealer, bank, custodian trust company or other nominee must contact such entity if they wish to participate in the Consent Solicitation. None of Evraz, J.P. Morgan Securities plc, Deutsche Bank AG, London Branch or The Bank of New York Mellon, London Branch (nor any person related to such entity) makes any recommendation as to whether or not Noteholders should participate in the Consent Solicitation.
The distribution of the Solicitation Memorandum and this release in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by Evraz, J.P. Morgan Securities plc, Deutsche Bank AG, London Branch and The Bank of New York Mellon, London Branch to inform themselves about, and to observe, any such restrictions. This release is being forwarded to U.S. persons and Italian persons solely in their capacity as holders in connection with the Consent Solicitation.
This document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or exchange or subscribe for, any securities of the Company or any other entity. This document does not constitute a solicitation in any circumstances in which such solicitation is unlawful.
Evraz Group S.A. is a company incorporated and existing as a société anonyme under the laws of the Grand-Duchy of Luxembourg, having its registered office at 46A, Avenue John F. Kennedy, L-1855 Luxembourg and being registered with the Luxembourg register of commerce and companies under number B 105615.