Last checked at 12 May 2021 13:59
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT.
12 May 2021
EVRAZ plc (the "Issuer") announces the results of the consent solicitation in relation to certain notes issued by the Issuer (the "Consent Solicitation")
On 19 April 2021, the Issuer announced the Consent Solicitation with respect to the notes issued by the Issuer indicated below (together, the "Notes").
Description of Notes
| Regulation S Global Certificate ISIN / Common Code
| Rule 144A Global Certificate ISIN / Common Code / CUSIP
| Amount Issued
| Amount Outstanding
|
U.S.$500,000,000 6.75% notes due 2022 (the "2022 Notes")
| XS1405775377 / 140577537
| - | U.S.$500,000,000
| U.S.$500,000,000
|
U.S.$750,000,000 5.375% notes due 2023 (the "2023 Notes")
| XS1533915721 / 153391572
| US30050AAG85 / 111731110 / 30050A AG8
| U.S.$750,000,000
| U.S.$750,000,000 |
U.S.$700,000,000 5.250% notes due 2024 (the "2024 Notes")
| XS1843443273 / 184344327
| US30052KAA79 / 111730776 / 30052KAA7
| U.S.$700,000,000
| U.S.$ 700,000,000 |
Results of the Meetings
In connection with the Consent Solicitation, the Issuer on 19 April 2021 also provided notices of meetings to solicit proxies from the beneficial holders of the outstanding Notes to consider and, if thought fit, pass the extraordinary resolutions set out in such notices of meetings (the "Extraordinary Resolutions") relating to certain consents and amendments sought to the terms and conditions of (i) the 2022 Notes, (ii) the 2023 Notes, and (iii) the 2024 Notes. For further information, see the consent solicitation memorandum relating thereto dated 19 April 2021 (the "Consent Solicitation Memorandum"). The results of the meetings were are follows:
Each of the Extraordinary Resolutions in respect of: (i) the 2022 Notes, (ii) the 2023 Notes, and (iii) the 2024 Notes, were duly passed.
Accordingly, as each of the Extraordinary Resolutions have been passed, the amendments referred to in the Extraordinary Resolutions in respect of the Notes will be implemented with effect not later than 14 May 2021.
Early Consent Fee
Qualifying Noteholders who validly submitted an Electronic Voting Instruction or who validly submitted a Form of Sub-Proxy, as applicable, in favour of the relevant Extraordinary Resolution (and who have not validly revoked their Electronic Voting Instruction or Form of Sub-Proxy, as applicable) that was received by Lucid Issuers Services Limited (the "Tabulation Agent") on or prior to 5:00 p.m. (EST) / 10:00 p.m. (London time) on 30 April 2021 will be entitled to receive the applicable Early Consent Fee (as such terms are defined in the Consent Solicitation Memorandum) on or about 14 May 2021.
* * *
None of J.P. Morgan Securities plc (the "Solicitation Agent"), the Tabulation Agent, BNY Mellon Corporate Trustee Services Limited (the "Trustee") or the Issuer takes any responsibility for the contents of this announcement and none of the Issuer, the Solicitation Agent, the Tabulation Agent, the Trustee or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation. This announcement must be read in conjunction with the Consent Solicitation Memorandum.
Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.