Evraz Regulatory News (EVR)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO NOTEHOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE ADJOURNED MEETING (AS DEFINED BELOW).  THIS DOES NOT AFFECT THE RIGHT OF NOTEHOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE ADJOURNED MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED AS DEFINED BELOW).

8 December 2022

EVRAZ plc
(the “Issuer”)

NOTICE OF ADJOURNED MEETING
to the holders of outstandingU.S.$700,000,000 5.250 per cent. notes due 2024 (the “Notes”) issued by the Issuer
(Regulation S ISIN: XS1843443273, Common Code: 184344327Rule 144A ISIN: US30052KAA79, Common Code: 111730776, CUSIP: 30052KAA7)

NOTICE IS HEREBY GIVEN that as a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 7 December 2022 at 6:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, pursuant to the provisions of Schedule 3 to the trust deed dated 2 April 2019 constituting the Notes (the “Trust Deed”), an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Issuer will be held virtually by teleconference (using a video enabled platform) on 22 December 2022 at 5:00 p.m. (London time) for the purpose of considering and, if thought fit, passing the Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution.

Voting deadline for submitting Consent Instructions is at 5:00 p.m. (London time) on 20 December 2022.

Capitalised terms used but not defined in this Notice of Adjourned Meeting have the meanings given to them in the consent solicitation memorandum in respect of the Notes dated 15 November 2022 (the “Memorandum”), which can be obtained by request to the Information and Tabulation Agent at evraz@lcpis.ru.

The Issuer believes it to be inadvisable to hold the Adjourned Meeting at a physical location. Those persons who have indicated that they wish to attend the Adjourned Meeting will be provided with further details about attending the Adjourned Meeting via teleconference (using a video enabled platform).

Background

The Issuer has convened the Adjourned Meeting in order to deliberate on the same agenda as the Original Meeting, inter alia, for the purpose of enabling the Noteholders to consider and resolve, if they think fit, to pass the Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution. Please refer to the Memorandum and the Notice of Original Meeting for the full text of the Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution, details for submitting Consent Instructions and the documents available for inspection by Noteholders ahead of the Adjourned Meeting.

General

THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTIONS AND THE TRUSTEE EXPRESSES NO OPINION ON THE MERITS OF THE EXTRAORDINARY RESOLUTIONS OR ON WHETHER NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTIONS, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO NOTEHOLDERS FROM THE TRUSTEE TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTIONS.  NOTEHOLDERS SHOULD TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTIONS, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.  THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING, ANY DOCUMENTS RELATING TO THE EXTRAORDINARY RESOLUTIONS. 

Noteholders may obtain a copy of the Memorandum from Limited liability company “Legal Capital Investor Services” (the “Information and Tabulation Agent”), the contact details for whom are set out below.  A Noteholder will be required to produce evidence satisfactory to the Information and Tabulation Agent as to its status as a Noteholder and that it is a person to whom it is lawful to send the Memorandum under applicable laws before being sent a copy of the Memorandum.

Copies of the Minutes of the Original Meeting dated 7 December 2022, this Notice of Adjourned Meeting, the Memorandum and the Trust Deed can be obtained by request to the Information and Tabulation Agent at evraz@lcpis.ru.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Appointment Extraordinary Resolution and the Amendment Extraordinary Resolution at the Adjourned Meeting held following adjournment of the Original Meeting, which are set out at “—Voting and Quorum” below.  Having regard to such requirements, the Noteholders are strongly urged either to attend the Adjourned Meeting or to take steps to be represented at the Adjourned Meeting as soon as possible.

Voting and Quorum

The provisions governing the convening and holding of a meeting of the Noteholders are set out in the Trust Deed, a copy of which is available for inspection by the Noteholders as referred to above.

The quorum required for the Appointment Extraordinary Resolution to be considered at the Adjourned Meeting is one or more Noteholders actually present at the Adjourned Meeting. The quorum required for the Amendment Extraordinary Resolution to be considered at the Adjourned Meeting is one or more Noteholders or agents representing or holding one-third in aggregate principal amount of the Notes then outstanding provided that if the Noteholders approve the Appointment Extraordinary Resolution but do not approve the Amendment Extraordinary Resolution, the Appointment will be effected but if the Noteholders approve the Amendment Extraordinary Resolution but do not approve the Appointment Extraordinary Resolution neither the Appointment nor the Amendments will be effected.

To be passed in relation to the Notes, the Extraordinary Resolutions must be passed at the Adjourned Meeting duly convened and held in accordance with the provisions of Schedule 3 (Provisions for Meetings of the Noteholders) of the Trust Deed by a majority of not less than three-quarters of the votes cast.

The Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the Adjourned Meeting are insufficient to form a quorum for the Extraordinary Resolutions, such Extraordinary Resolutions cannot be formally considered thereat.

In accordance with paragraph 17 of Schedule 3 (Provisions for Meetings of Noteholders) to the Trust Deed, at any meeting (i) in respect of a vote on a show of hands, every person entitled to vote shall have one vote and (ii) in respect of a vote on a poll, every person entitled to vote shall have one vote in respect of each U.S.$1,000 in principal amount of each Note so held or owned or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, any persons entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

If the Extraordinary Resolutions are duly passed at the Adjourned Meeting duly convened and held in accordance with the Trust Deed, the Extraordinary Resolutions shall be binding on all the Noteholders, whether or not present at the Adjourned Meeting.

This Notice of Adjourned Meeting and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and shall be construed in accordance with, English law.

The Noteholders should contact the following for further information:

The Information and Tabulation Agent:

Limited 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

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For further information:

Investor Relations

+7 495 232 1370

ir@evraz.com

This Notice of Adjourned Meeting is given by the Issuer.

EVRAZ plc

8 December 2022