The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksEvraz Regulatory News (EVR)

  • This share is currently suspended. It was suspended at a price of 82.52

Share Price Information for Evraz (EVR)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 82.52
Bid: 0.00
Ask: 0.00
Change: 0.00 (0.00%)
Spread: 0.00 (0.00%)
Open: 0.00
High: 0.00
Low: 0.00
Prev. Close: 82.52
EVR Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Consent Solicitation

14 Nov 2012 08:24

RNS Number : 0832R
Evraz Plc
14 November 2012
 



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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCEAPFLFADAFEF
Date   Source Headline
28th Oct 20217:00 amRNSEVRAZ Q3 2021 TRADING UPDATE
25th Oct 20215:12 pmRNSEarly Redemption Notice
22nd Oct 20212:30 pmRNSNOTICE OF Q3 2021 TRADING UPDATE CONFERENCE CALL
18th Oct 20219:00 amRNSNew board committee appointment
14th Oct 20214:14 pmRNSSustainability-linked loan with ING Bank
27th Sep 20215:50 pmRNSEarly Redemption Notice
10th Sep 20218:47 amRNSChanges in management
18th Aug 20216:00 pmRNSDividend - determination of currency amounts
5th Aug 20218:00 amRNSEVRAZ APPROVES CONSTRUCTION OF NEW VANADIUM PLANT
5th Aug 20217:00 amRNSHalf-year Report
30th Jul 202111:30 amRNSNOTICE OF H1 2021 RESULTS/CONFERENCE CALL DETAILS
29th Jul 20217:00 amRNSEVRAZ Q2 2021 TRADING UPDATE
26th Jul 20214:00 pmRNSHolding(s) in Company
1st Jul 20217:20 amRNSChange of director’s details
17th Jun 20215:04 pmRNSModern Slavery Transparency Statement for 2020
16th Jun 20216:03 pmRNSReport on Payments to Govts 2020
15th Jun 20212:30 pmRNSResult of AGM
3rd Jun 20216:00 pmRNSDividend - determination of currency amounts
21st May 202110:00 amRNSCEO SUCCESSION PLAN
14th May 20213:37 pmRNSNotice of AGM 2021
13th May 20215:00 pmRNSTransfer of shares out of treasury, Voting rights
12th May 20211:59 pmRNSResults of the consent solicitation
11th May 20217:00 amRNSCHANGES IN THE COMPOSITION OF THE BOARD
30th Apr 20218:49 amRNSEVRAZ PUBLISHES ITS SUSTAINABILITY REPORT FOR 2020
29th Apr 20217:05 amRNSEVRAZ Q1 2021 TRADING UPDATE
26th Apr 202112:00 pmRNSNOTICE OF Q1 2021 TRADING UPDATE CONFERENCE CALL
19th Apr 202112:16 pmRNSEVRAZ announces consent solicitation
15th Apr 20216:00 pmRNSUpdate on the potential demerger of coal assets
15th Apr 20215:24 pmRNSInterim dividend
17th Mar 20216:00 pmRNSDividend - determination of currency amounts
25th Feb 20217:00 amRNSAnnual Financial Report
18th Feb 20215:00 pmRNSNOTICE OF 2020 RESULTS AND CONFERENCE CALL DETAILS
29th Jan 20217:59 amRNSEVRAZ Q4 2020 TRADING UPDATE - CORRECTION
29th Jan 20217:00 amRNSEVRAZ Q4 2020 TRADING UPDATE
26th Jan 20212:40 pmRNSPotential demerger of coal assets
30th Dec 20203:00 pmRNSConsolidation of coal businesses under Raspadskaya
29th Oct 20207:00 amRNSEVRAZ Q3 2020 TRADING UPDATE
28th Oct 20203:55 pmRNSEVRAZ publishes its climate change report
23rd Oct 20202:00 pmRNSNOTICE OF Q3 2020 TRADING UPDATE CONFERENCE CALL
26th Aug 20206:00 pmRNSDividend - determination of currency amounts
6th Aug 20207:00 amRNSHalf-year Report
30th Jul 202012:00 pmRNSNOTICE OF H1 2020 RESULTS AND CALL DETAILS
30th Jul 20207:00 amRNSEVRAZ Q2 2020 TRADING UPDATE
19th Jun 20205:24 pmRNSChanges in management
18th Jun 20204:00 pmRNSModern Slavery Transparency Statement for 2019
16th Jun 202012:04 pmRNSResult of AGM
10th Jun 20204:00 pmRNSReport on payments to governments for 2019
15th May 20206:00 pmRNSNotice of 2020 AGM
14th May 20206:00 pmRNSDirector/PDMR Shareholding
30th Apr 20207:00 amRNSEVRAZ Q1 2020 TRADING UPDATE

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.