Evraz Regulatory News (EVR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM.

EVRAZ plc announces Consent Solicitation in respect of its outstanding U.S.$750,000,000 5.375 per cent. notes due 2023

London, 15 November 2022 – EVRAZ plc (the “Issuer”) today announces a consent solicitation (the “Consent Solicitation”) for holders (the “Noteholders”) of its outstanding U.S.$750,000,000 5.375 per cent. notes due 2023 (the “Notes”) to consider and, if thought fit, pass extraordinary resolutions (the “Extraordinary Resolutions”) in order to approve (i) the appointment of Limited liability company “Legal Capital Investor Services” to replace and succeed BNY Mellon Corporate Trustee Services Limited as Trustee (the “Trustee”) under the Trust Deed (the “Appointment”) and (ii) proposed amendments to the Trust Deed and the terms and conditions governing the Notes as further detailed in the Consent Solicitation Memorandum (as defined below) (the “Amendments”).

The Consent Solicitation shall take place on the terms and subject to the conditions set forth in the consent solicitation memorandum prepared by the Issuer dated 15 November 2022 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Consent Deadline for submitting Consent Instructions in respect of the Consent Solicitation is 5:00 p.m. (London time) on 5 December 2022 (as may be extended) by the Issuer). Furthermore, the Issuer has convened the Meeting to take place on 7 December 2022 beginning at 5:00 p.m. (London time), subject to the Issuer’s ability to adjourn such meeting to a later date in accordance with the Trust Deed for purposes of enabling the Noteholders to consider each of the Appointment and the Amendments and, if thought fit, pass the Extraordinary Resolutions.

Capitalised terms used in this announcement, but not defined herein, have the meanings given to them in the Consent Solicitation Memorandum.

To participate in the Consent Solicitation and consent to the Appointment and the Amendments, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline as more particularly described in the Consent Solicitation Memorandum. Only Noteholders who hold the Notes as of the Record Date (as set out below) may submit a Consent Instruction.

Participation in the Consent Solicitation may only be done by delivery of a Consent Instruction to the Information and Tabulation Agent. It will not be possible to participate in the Consent Solicitation by delivering electronic consents to The Depository Trust Company, Euroclear or Clearstream, Luxembourg (the “Clearing Systems”).

Once validly submitted, Consent Instructions will be irrevocable and may not be withdrawn, subject to applicable law. Please refer to the Consent Solicitation Memorandum for further information.

Neither the Trustee, Limited liability company “Legal Capital Investor Services” (the “New Trustee” or the “Information and Tabulation Agent”) nor any of their respective directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Amendments. The Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation. Neither the Trustee, the Information and Tabulation Agent nor any of their respective directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Consent Solicitation Memorandum or any other documents referred to in the Consent Solicitation Memorandum or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.

Electronic copies of the Consent Solicitation Memorandum can be obtained from the Information and Tabulation Agent upon request at evraz@lcpis.ru.

The following table sets forth details of the Notes:

Rationale for the Consent Solicitation

The United States, the European Union, the United Kingdom and certain other countries recently have introduced an unprecedented expansion of coordinated sanctions and trading restrictions, including, among others, new regional embargoes, full blocking sanctions on companies and individuals, sovereign debt restrictions and other sanctions targeting a number of Russian individuals and entities. In response to this and as part of measures to stabilise and support the Russian financial and currency markets, the Russian authorities have imposed additional currency control measures aimed at restricting the outflow of foreign currency and capital from Russia and imposed various restrictions on transacting with non-Russian parties (including, among others, restrictions on cross-border lending and distribution of dividends by Russian residents to non-residents, restrictions on the service of existing debt owed by Russian residents to non-residents). The international sanctions and the counter-measures, as well as EU sanctioning of the National Settlement Depositary of Russia, among other things, significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including effecting payments due to all Noteholders and the cancellation process.

Furthermore, on 5 May 2022, the Issuer was designated by the Secretary of State for Foreign, Commonwealth and Development Affairs under regulation 5 of the Russia (Sanctions) (EU Exit) Regulations 2019. As a result, the Issuer is required to obtain a licence from the Office of Financial Sanctions Implementation (“OFSI”) for any transactions with its funds and economic resources.

In addition, on 9 May 2022, the Trustee has notified the Issuer of its inability to perform its obligations under the Notes.

All these factors resulted in obstruction of payment processing, limiting the Issuer’s ability to service its obligations under the Notes.

In light of the above, the Issuer launched the Consent Solicitation with a view to soliciting consents of the Noteholders to approve, inter alia, the replacement of the Trustee by Limited liability company “Legal Capital Investor Services” as new trustee, the introduction of a new procedure for substitution of the Issuer, the removal of certain covenants applicable to the Issuer, the removal of certain events of default, the reduction in the requisite majority of Noteholders required to pass an Extraordinary Resolution, and the making of certain consequential and other technical changes to the Trust Deed as set out in the Consent Solicitation Memorandum.

The Consent Solicitation is intended to procure that following completion of the transaction the Issuer has a greater flexibility to perform its obligations under the Notes in a quickly evolving and drastically changing environment.

Participation in the Consent Solicitation

To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a duly completed and signed Consent Instruction to the Information and Tabulation Agent by e-mail at evraz@lcpis.ru no later than the Consent Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction. The delivery of a Consent Instruction will not affect a Noteholder’s right to sell or transfer the Notes. A duly executed Consent Instruction shall bind the Noteholder executing the Consent Instruction, and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates.

Noteholders should note that:

1. each beneficial owner should deliver, or arrange to have delivered on its behalf, a Consent Instruction in respect of such beneficial owner’s Notes; and
2. a beneficial owner must not deliver, or arrange to have delivered on its behalf, more than one Consent Instruction in respect of the same Notes and that any subsequent Consent Instruction delivered by a beneficial owner that has already submitted another Consent Instruction will be disregarded.

The Meeting to adopt the Extraordinary Resolutions will be quorate if one or more Noteholders or agents present in person representing or holding not less than two-thirds of the aggregate principal amount of the Notes then outstanding are present (or if such meeting is adjourned not less than one-third of the aggregate principal amount of the Notes then outstanding) and each of the Extraordinary Resolutions requires three-fourths of votes cast at the Meeting or adjourned meeting (as the case may be) to be passed.

Provided that (i) the Requisite Consents have been received and (ii) the Deed of Appointment and the Supplemental Trust Deed have been executed, the Appointment will become effective and the terms and conditions of the Notes will be amended in accordance with the Amendments. However, the Amendments will not be effected unless both the Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution have been passed. The Appointment may be effected if the Appointment Extraordinary Resolution is passed and whether or not the Amendment Extraordinary Resolution is passed. A Noteholder (including its successors and transferees) will be bound by the Appointment and/or the Amendments, once effective, whether or not such Noteholder consented to the Appointment and the Amendments.

Only Noteholders who hold the Notes as of the Record Date may submit Consent Instructions.

A duly executed Consent Instruction shall bind the Noteholder that executed the relevant Consent Instruction and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates. In order to cause a Consent to be given with respect to Notes, the applicable Noteholder must complete and sign the Consent Instruction, and deliver it to the Information and Tabulation Agent by email at evraz@lcpis.ru. In order to submit completed Consent Instructions, Noteholders are required to provide to the Information and Tabulation Agent by email at evraz@lcpis.ru proof of holding as of the Record Date. Noteholders are required to provide to the Information and Tabulation Agent by email at evraz@lcpis.ru proof of holding as of the Record Date. Acceptable forms of proof of holding may include (i) a Statement of Account for the Purpose of Proof of Holding (a STAC), holdings report or screenshot from Euroclear, Clearstream, Luxembourg or the DTC, or (ii) an extract or a statement from any depositary or any other document or information which, in the opinion of the Issuer, will sufficiently evidence the proof of holding with respect to the Notes, or (iii) a statement of account or holdings report from a Direct Participant, each acceptable form of proof of holding confirming (a) the Euroclear or Clearstream, Luxembourg Direct Participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of the Notes held, or (iv) a statement of account or holdings report from such other intermediary (including brokers, depositories, custodians and sub-custodians) being the immediate custodian of the account where the relevant Notes are being held by the Noteholder submitting the Consent Instruction. Noteholders should contact their Euroclear or Clearstream, Luxembourg representative or their Direct Participant, bank, securities broker or other intermediary through which they hold their respective Notes immediately to obtain proof of holding.

Noteholders may contact the Information and Tabulation Agent via email at evraz@lcpis.ru if they require assistance.

All Consent Instructions that are properly completed, signed and delivered to the Information and Tabulation Agent on or before the Consent Deadline by e-mail at evraz@lcpis.ru will be effective.

If a Consent Instruction relates to less than the total principal amount of the Notes which a Noteholder holds through the relevant Clearing System, such principal amount of the Notes to which the Consent Instruction relates shall be specified in the Consent Instruction. If no aggregate principal amount of the Notes as to which a Consent Instruction is delivered is specified, or if none of the boxes is marked with respect to such Notes, but the Consent Instruction is otherwise properly completed and signed, the Noteholder will be deemed to have consented to the Appointment and the Amendments with respect to the entire aggregate principal amount of the Notes so held directly or indirectly.

All questions as to the validity, form and eligibility (including time of receipt) regarding the consent procedures will be determined by the Issuer in its sole discretion, which determination will be conclusive and binding. The Issuer reserves the right to reject any or all Consent Instructions that are not in proper form or the acceptance of which could, in the opinion of the Issuer, or its counsel, be unlawful. The Issuer also reserves the right, to waive any defects or irregularities in connection with deliveries of particular Consent Instructions. Unless waived, any defects or irregularities in connection with deliveries of Consent Instructions must be cured within such time as the Issuer determines. None of the Issuer or any of its affiliates, the Trustee, the Information and Tabulation Agent or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consent Instructions will not be deemed to have been made until any irregularities or defects therein have been cured or waived.

A Noteholder or a beneficial owner of the Notes who is a Sanctions Restricted Person may not participate in the Consent Solicitation. By submitting a valid Consent Instruction to the Information and Tabulation Agent, the relevant Noteholder shall be deemed to agree to, acknowledge, represent, warrant and undertake to the Issuer, the Information and Tabulation Agent and the Trustee that it is not a Sanctions Restricted Person. The Issuer, the Information and Tabulation Agent and the Trustee may rely on this representation and warranty without any additional enquiries.

Indicative Timetable

The following table sets out the expected dates and times of the key events relating to the Consent Solicitation. The times and dates below are indicative only and are subject to change, including as a result of market conditions.

The above times and dates are subject to the right of the Issuer to extend, re-open, amend and/or terminate the Consent Solicitation (subject to applicable law, the provisions of the Trust Deed and as provided in the Consent Solicitation Memorandum). Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in the Consent Solicitation.

Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication through the website of Euronext Dublin and a press release on the Issuer’s website. Copies of all announcements, notices and press releases can be obtained from the Information and Tabulation Agent by request at evraz@lcpis.ru. Noteholders are urged to contact the Information and Tabulation Agent by e-mail at evraz@lcpis.ru for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact the Issuer for information on the telephone number or email address on the last page of the Consent Solicitation Memorandum.

Questions and requests for assistance in connection with the delivery of Consent Instruction may be directed to the Information and Tabulation Agent.

Information and Tabulation AgentLimited liability company “Legal Capital Investor Services”

Address:  10 Krivokolenny lane, bldg. 6, Moscow 101000, Russia

Email:  evraz@lcpis.ru

Phone:  +7 495 122 05 17

Website:  www.lcpis.ru

Questions or requests related to the Consent Solicitation may be directed to the Issuer.

Issuer
EVRAZ plc

Address:  2 Portman Street, London, W1H 6DU, United Kingdom

Email: IR@evraz.com
Phone:  +7 495 232 1370
Website:  www.evraz.com