NLMK.L Regulatory News (NLMK)

Press release

02 June 2021

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THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE RUSSIAN FEDERATION SUBJECT TO CERTAIN EXCEPTIONS. THESE WRITTEN MATERIALS ARE NOT, AND UNDER NO CIRCUMSTANCES ARE TO BE CONSTRUED AS, AN ADVERTISING OR AN OFFER OR AN INVITATION TO MAKE OFFERS TO SELL, PURCHASE, EXCHANGE OR OTHERWISE TRANSFER OR DISPOSE OF ANY SECURITIES OR OTHER FINANCIAL INSTRUMENTS IN THE RUSSIAN FEDERATION WITHIN THE MEANING OF RUSSIAN SECURITIES LAWS OR TO OR FOR THE BENEFIT OF ANY PERSONS OR ENTITIES RESIDENT, INCORPORATED, ESTABLISHED OR HAVING THEIR USUAL RESIDENCE IN THE RUSSIAN FEDERATION. INFORMATION CONTAINED HEREIN IS NOT INTENDED FOR ANY PERSONS LOCATED WITHIN THE TERRITORY OF THE RUSSIAN FEDERATION, WHO ARE NOT "QUALIFIED INVESTORS" (THE "RUSSIAN QIS") WITHIN THE MEANING OF ARTICLE 51.2 OF THE RUSSIAN FEDERAL LAW "ON THE SECURITIES MARKET" NO. 39-FZ DATED 22 APRIL 1996, AS AMENDED, AND MUST NOT BE DISTRIBUTED OR CIRCULATED INTO THE RUSSIAN FEDERATION, OR MADE AVAILABLE IN THE RUSSIAN FEDERATION, TO ANY PERSONS WHO ARE NOT RUSSIAN QIS, UNLESS AND TO THE EXTENT THEY ARE OTHERWISE PERMITTED TO ACCESS SUCH INFORMATION UNDER RUSSIAN LAW. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN RUSSIA OR ADMITTED TO PLACEMENT AND/OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION AND THE INFORMATION CONTAINED HEREIN IS NOT TO BE MADE PUBLICLY AVAILABLE IN THE RUSSIAN FEDERATION. THE SECURITIES ARE NOT INTENDED FOR "OFFERING", "PLACEMENT" OR "CIRCULATION" (EACH AS DEFINED IN RUSSIAN SECURITIES LAWS) IN THE RUSSIAN FEDERATION, EXCEPT AS PERMITTED BY RUSSIAN LAW.

NLMK closes its EUR 500 million 5-year Eurobond offering

NLMK (LSE: NLMK, MOEX: NLMK), a global steel company, today announces the closing of its EUR 500 million 5-year Eurobond placement with an annual coupon rate of 1.45%. Interest payments on the Eurobonds are payable annually.

The proceeds from the issue will be used to finance the purchase of existing Notes due 2023 and 2024 in accordance with the terms and conditions of the Tender Offer announced on 17 May 2021 (settlement is expected on 4 June 2021) and/or for NLMK's general corporate purposes.

J.P. Morgan, BofA Securities and Société Générale acted as the Joint Lead Managers and Joint Bookrunners for the new issue. The 1.45% Loan Participation Notes due 2026 were issued by Steel Funding D.A.C., an Irish company formed for the purpose of issuing debt instruments for financing loans to NLMK.

Shamil Kurmashov, Chief Financial Officer of NLMK, commented: "We are pleased with the results of our inaugural EUR-denominated Eurobond issue, with books more than 3.0x oversubscribed at peak. We were able to achieve the lowest coupon ever by a Russian privately-owned corporate issuer, a testimony of the strength of NLMK's investor story."

About NLMK Group

NLMK Group is the largest steelmaker in Russia and one of the most efficient in the world.

NLMK Group's steel products are used in various industries, from construction and machine building to the manufacturing of power-generation equipment and offshore wind turbines.

NLMK operates production facilities in Russia, Europe, and the United States. The Company's steel production capacity exceeds 18 million tonnes per year.

NLMK's ordinary shares with a 20.7% free-float are traded on the Moscow Stock Exchange (ticker "NLMK") and its global depositary shares are traded on the London Stock Exchange (ticker "NLMK:LI"). The share capital of the Company is divided into 5,993,227,240 shares with a par value of RUB1.

DISCLAIMER

This announcement is not an offer of securities for sale in the United States. The Notes have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the Notes may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Notes is being made in the United States.

This document does not constitute an invitation or inducement to engage in investment activity within the meaning of the UK Financial Services and Markets Act 2000. This announcement is only being distributed to and is only directed at (1) persons who are outside the United Kingdom, (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The Notes to which this announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

The information contained herein is not for release, publication or distribution in whole or in part in or into the Russian Federation subject to certain exceptions. These written materials are not, and under no circumstances are to be construed as, a public offer or advertising or an invitation to make offers to sell, purchase, exchange or otherwise transfer or dispose of any securities, including securities of foreign issuers, or other financial instruments in the Russian Federation within the meaning of Russian securities laws or to or for the benefit of any persons or entities resident, incorporated, established or having their usual residence in the Russian Federation, or to or for the benefit of any person located within the territory of the Russian Federation, who is not a "qualified investor" within the meaning of Article 51.2 of the Russian Federal Law "On the Securities Market" No.39-FZ dated 22 April 1996, as amended and must not be distributed or circulated into the Russian Federation or made available in the Russian Federation, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities have not been and will not be registered in Russia or admitted to placement and/or public circulation in the Russian Federation and the information contained herein is not to be passed on to third parties or otherwise be made publicly available in the Russian Federation. The securities are not intended for "offering", "placement" or "circulation" (each as defined in Russian securities laws) in the Russian Federation, except as permitted by Russian law.

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