Last checked at 1 Feb 2022 13:47
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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 February 2022
Results of Bonus Issue and Timetable Confirmation
On 15 December 2021, EVRAZ plc ("EVRAZ" and the "Company") announced details regarding the proposed demerger of its coal business consolidated under PJSC Raspadskaya (the "Demerger") and certain other steps required to effect the Demerger including the capitalisation of part of the Company's profit and loss reserve by way of an issue of deferred shares to certain shareholders who elected to receive them (the "Capital Reduction Shares"), and further detailed its plans in a circular published on the same day (the "Circular").
The period for return of Capital Reduction Shares Election Forms ended on 26 January 2022. Accordingly, 848,188,421 Capital Reduction Shares in the capital of the Company of US$9.66766321843 each have been issued today. The number of ordinary shares in the Company in issue has not changed as a result of the Capital Reduction Share Issue.
It is intended that the Capital Reduction Shares will be cancelled shortly after being issued as contemplated in the Circular and the Company shall keep shareholders updated accordingly. Once the Capital Reduction has become effective, the Company will have sufficient distributable reserves to effect the Demerger.
The expected timetable in relation to the Demerger is set out below. Unless the counterparties specifically agree otherwise, a buyer of the Company's ordinary shares ahead of the ex-dividend date (being 14 February 2022) will assume the benefit to the RASP Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Demerger Record Time.
Defined terms used but not defined in this announcement have the meanings set out in the Shareholder Circular published by the Company on 15 December 2021. The Shareholder Circular includes details on the steps EVRAZ Shareholders are advised to take to receive the RASP Shares to which they will be entitled following the Demerger, 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. The Shareholder Circular also includes details on the Share Sale Facility.
Event | Time and date(1)(2) | |
Ex-dividend date (first day of dealing in EVRAZ Shares ex-entitlement to the Demerger Dividend) | 14 February 2022 | |
Demerger Record Time for determining entitlement to the Demerger Dividend | 6:00 p.m. on 15 February 2022 | |
RASP Shares Information Form to be posted to EVRAZ Shareholders on the EVRAZ Share Register at the Demerger Record Time | As soon as reasonably practicable after 15 February 2022 | |
Latest time and date for receipt by EVRAZ of RASP Shares Information Form completed by EVRAZ Shareholders | 6:00 p.m. on 15 March 2022 | |
Demerger Dividend of RASP Shares to EVRAZ Shareholders(3) | 29 March 2022 | |
Settlement date for transfer of RASP Shares to EVRAZ Shareholders not participating in the Share Sale Facility (RASP Shares to be transferred to the Eligible Account detailed in the RASP Shares Information Form) | 7 April 2022(4) | |
Notes: | ||
(1) All references to time in this announcement are to London (UK) time unless otherwise stated. (2) The times and dates given are indicative only, based on EVRAZ's current expectations and subject to change. If any of the times or dates above change, EVRAZ will give notice of the change to the FCA, the London Stock Exchange and to EVRAZ Shareholders by issuing an announcement through a Regulatory Information Service. (3) This is the point in time at which EVRAZ Shareholders on the EVRAZ Share Register at the Demerger Record Time will become entitled to their pro rata proportion of the RASP Shares being distributed by EVRAZ. (4) It is currently anticipated that the settlement date for the transfer of RASP Shares to Eligible Accounts will be 7 April 2022. To the extent that any settlement instructions remain unsettled by 7 May 2022, the relevant settlement instruction(s) will be withdrawn and the relevant RASP Shares will be sold pursuant to the Share Sale Facility. Upon completion of the settlement process, EVRAZ will give notice to EVRAZ Shareholders by issuing an announcement through a Regulatory Information Service. | ||
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 |
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's 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.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments.
None of the contents of EVRAZ's or RASP's websites, nor any website accessible by hyperlinks on EVRAZ's or RASP's websites, is incorporated in, or forms part of, this announcement.