17 May 2021 10:03
Date: 17 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
NLMK GROUP CAPPED TENDER OFFER FOR NOTES DUE 2023 AND 2024
NLMK Group ("NLMK"), the largest steel producer in Russia and one of the most efficient steel companies in the world, notes the announcement by Steel Funding D.A.C. (the "Offeror"), a special purpose vehicle established for the purpose of issuing debt instruments for financing loans to NLMK, that it has today launched invitations to holders of the outstanding notes detailed in the table below, issued by it for the purpose of financing corresponding loans to Novolipetsk Steel (each of the series of notes referred to below, a "Series", and all outstanding notes of both Series together, the "Notes"), to tender their Notes for purchase by the Offeror for cash (each such invitation, an "Offer" and, together, the "Offers") at a purchase price equal to U.S.$1,073 per U.S.$1,000 in principal amount (the "2023 Notes Purchase Price") of the U.S.$700,000,000 4.500 per cent. Loan Participation Notes due 2023 (the "2023 Notes") (U.S.$700,000,000 outstanding principal amount, Regulation S: Common Code: 140577561, ISIN: XS1405775617; Rule 144A: Common Code: 098266844, ISIN: US85812PAC77, CUSIP: 85812PAC7) and U.S.$1,083 per U.S.$1,000 in principal amount (the "2024 Notes Purchase Price" and, together with the 2023 Notes Purchase Price, the "Purchase Price") of the U.S.$500,000,000 4.000 per cent. Loan Participation Notes due 2024 (the "2024 Notes") (U.S.$500,000,000 outstanding principal amount, Regulation S: Common Code: 157795317, ISIN: XS1577953174; Rule 144A: Common Code: 111731209, ISIN: US85812RAA77, CUSIP: 85812R AA7) subject, amongst other things, to the Financing Condition and the Maximum Acceptance Amount (each as set out below).
The Offeror will also pay accrued and unpaid interest in respect of all Notes validly tendered and accepted for purchase by the Offeror, from (and including) the interest payment date for the relevant Series immediately preceding the Settlement Date to (but excluding) the Settlement Date (such payment, "Accrued Interest").
Description of the Notes | Common code/ISIN for Regulation S Notes | Common code/ISIN/CUSIP for Rule 144A Notes | Outstanding principal amount | Minimum Denomination | Purchase Price | Maximum Acceptance Amount |
U.S.$700,000,000 4.500 per cent. Loan Participation Notes due 2023 (the "2023 Notes") | 140577561/ XS1405775617 | 098266844/ US85812PAC77/ 85812PAC7 | U.S.$700,000,000 | U.S.$200,000 | U.S.$1,073 per U.S.$1,000 in principal amount of 2023 Notes | Up to U.S.$500,000,000 in aggregate principal amount across both Series of Notes (subject to amendment at the sole discretion of the Offeror and subject to applicable law). In the event the Maximum Acceptance Amount is exceeded, the Offeror may allocate the Maximum Acceptance Amount between the 2023 Notes and the 2024 Notes in its sole discretion. |
U.S.$500,000,000 4.000 per cent. Loan Participation Notes due 2024 (the "2024 Notes") | 157795317/ XS1577953174 | 111731209/ US85812RAA77/ 85812R AA7 | U.S.$500,000,000 | U.S.$200,000 | U.S.$1,083 per U.S.$1,000 in principal amount of 2024 Notes |
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 17 May 2021 ("Tender Offer Memorandum").
The Offers to purchase the outstanding Notes are subject to the terms and conditions contained in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
The Offers will be funded with the proceeds of the issuance of new loan participation notes (the "New Notes") offered by the Offeror (the "Financing Condition"). Accordingly, the Offers are subject to the satisfaction of the Financing Condition and certain other Transaction Conditions at or prior to the Settlement Date, as described in Tender Offer Memorandum.
Introduction to and Rationale for the Offers
On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Noteholders (subject to the Offer and Distribution Restrictions contained herein) to tender their Notes for purchase by the Offeror at the relevant Purchase Price together with Accrued Interest.
The purpose of the Offers, in combination with the contemplated issuance of the New Notes, is to enable NLMK to optimise and extend its outstanding debt profile, subject to the satisfaction of the Financing Condition and other Transaction Conditions.
The Offeror has entered into an agreement with NLMK under which NLMK will provide the Offeror with necessary funds for the purchase of the Notes that are validly tendered in the Offers and accepted for purchase by the Offeror. The purchases of such Notes by the Offeror will be financed with funds it receives from NLMK (which will in turn obtain all or part of such funds from the net proceeds of the issuance of the New Notes) pursuant to such agreement, and all such purchased Notes will be cancelled and a corresponding portion of the principal amount of the relevant loan to NLMK (together with accrued interest) will be deemed repaid.
Acceptance of the Notes
The Offeror intends to set the Series Acceptance Amounts such that the aggregate principal amount of Notes of all Series to be accepted is no greater than the Maximum Acceptance Amount, subject to the right of the Offeror (acting jointly with NLMK) to accept or reject tenders of the Notes in its sole and absolute discretion.
The Offeror (acting jointly with NLMK) will determine each such Series Acceptance Amount in its sole and absolute discretion and reserves the right to accept for purchase significantly more or less (or none) of the Notes of any one Series as compared to the other Series. The Offeror (acting jointly with NLMK) reserves the right, in its sole and absolute discretion, to purchase the Notes in aggregate principal amount of less than or more than the Maximum Acceptance Amount, subject to applicable law.
If tenders of the Notes submitted in respect of any Series represent a greater aggregate principal amount of Notes than the relevant Series Acceptance Amount, tenders thereof will be accepted on a pro rata basis in the manner specified in the Tender Offer Memorandum.
Payment
The Offeror will pay, on the Settlement Date, (i) the relevant Purchase Price for the relevant Notes accepted by it for purchase pursuant to the Offers; and (ii) Accrued Interest in respect of the Notes accepted for purchase pursuant to the Offers.
Allocation of the New Notes
The Offers are being made in connection with a concurrent offering of the New Notes. The net proceeds from the offering of the New Notes will be used by NLMK, among other things, to finance the purchase of the Notes pursuant to the Offers. Each Offer is not an offer to sell or a solicitation of an offer to buy the New Notes.
The Offeror will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered the Notes pursuant to the Offers, and if so the aggregate principal amount of the Notes tendered or intended to be tendered by such investor. When considering allocations of the New Notes, the Offeror intends to look favourably upon those Noteholders who have, prior to the allocation of the New Notes, tendered the Notes. However, the Offeror is not obliged to allocate the New Notes to an investor which has validly tendered the Notes pursuant to the Offers, and the amount so allocated may be less than the Euro-denominated equivalent of the principal amount of the Notes accepted for purchase. Any allocations of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures.
In order to apply for the purchase of the New Notes, such Noteholder must make a separate application to any of the joint lead managers for the New Notes for the purchase of such New Notes and subject to following the required steps set out in the Tender Offer Memorandum.
Allocation Identifier Codes
Noteholders who wish to tender their Notes for cash and also subscribe for the New Notes should quote in their Tender Instructions an allocation identifier code ("Allocation Identifier Code"), which can be obtained by contacting the Joint Dealer Managers before the Expiration Deadline. The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Offers is not an allocation of the New Notes. In order to apply for the purchase of the New Notes from the Offeror, such Noteholder must make a separate application in respect of the New Notes for the purchase of such New Notes. The Offeror (acting jointly with NLMK) will review the Tender Instructions received on or prior to the Expiration Deadline and may give priority to those Noteholders tendering with Allocation Identifier Codes in connection with the allocation of New Notes (such amount a "New Issue Priority"). The New Issue Priority may be given for an aggregate principal amount of New Notes of up to the Euro-denominated equivalent of the aggregate principal amount of Notes accepted for purchase based on the FX Rate subject to: (i) the submission of a valid Tender Instruction for each relevant Series which includes an Allocation Identifier Code and (ii) the acceptance for purchase by the Offeror of the Notes so tendered. However, no assurances can be given that any Noteholder which tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. The use of any Allocation Identifier Code and purchases of New Notes are subject to all applicable securities laws and regulations in force in any relevant jurisdiction.
Indicative Timetable for the Offers
The expected timetable of events will be as follows:
Date and Time | Action | |
17 May 2021 | Commencement of the Offers Offers announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via the website of the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin"). Tender Offer Memorandum available from the Offer Website run by the Information and Tender Agent: https://deals.lucid-is.com/nlmk. | |
24 May 2021 at 16:00 hours London time | Expiration Deadline Deadline for receipt by the Information and Tender Agent of all valid Tender Instructions in order for Noteholders to be able to participate in the Offers. | |
On or about 25 May 2021 | Announcement of Acceptance and Results As soon as practicable following the Expiration Deadline, the Offeror will announce whether the Financing Condition and the other Transaction Conditions are expected to be satisfied and, if so, the announcement by the Offeror of: (i) in respect of the 2023 Notes, whether the Offeror will accept valid tenders of the 2023 Notes pursuant to the applicable Offer and, if so accepted, the 2023 Notes Acceptance Amount and the Scaling Factor (if any) to be applied to valid and accepted tenders of the 2023 Notes; (ii) in respect of the 2024 Notes, whether the Offeror will accept valid tenders of the 2024 Notes pursuant to the applicable Offer and, if so accepted, the 2024 Notes Acceptance Amount and the Scaling Factor (if any) to be applied to valid and accepted tenders of the 2024 Notes; (iii) the aggregate principal amount of the 2023 Notes and 2024 Notes that will remain outstanding following completion of the relevant Offer; and (iv) the confirmation of the final Settlement Date for the Offers. | |
On or about 4 June 2021 | Settlement Date Subject to the satisfaction (or, if applicable, the waiver by the Offeror (acting jointly with NLMK) in its absolute discretion) of the Financing Condition and the other Transaction Conditions, the expected Settlement Date for the Offers. |
General
The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.
NLMK and the Offeror have retained J.P. Morgan Securities plc, Merrill Lynch International and Société Générale to act as Joint Dealer Managers for the Offers.
Operational Procedure Description
In order to participate in the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent prior to 16:00 hours, London time, on 24 May 2021. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.
If you need further information about the Offers, please contact the Joint Dealer Managers or the Information and Tender Agent.
Contact Details: | ||
THE OFFEROR | ||
Steel Funding Designated Activity CompanyBlock A Georges Quay Plaza Georges Quay, Dublin 2 Dublin, Ireland | ||
NLMK | ||
Novolipetsk Steel2, pl. Metallurgov Lipetsk, 398040 Russian Federation
| ||
THE JOINT DEALER MANAGERS | ||
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom
Email: em_europe_lm@jpmorgan.com Attention: Liability Management | Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom
Tel: +44 207 996 5420 Email: dg.lm-emea@bofa.com Attention: Liability Management Group
| Société Générale Immeuble Basalte 17 Cours Valmy 92987 Paris La Défense Cedex France
Email: liability.management@sgcib.com Telephone: +33 1 42 13 32 40 / +33 1 42 13 79 52 Attention: Liability Management |
THE INFORMATION AND TENDER AGENT | ||
Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAUnited KingdomTelephone: +44 20 7704 0880Attention: David Shilson/ Jacek KusionEmail: nlmk@lucid-is.comWebsite: https://deals.lucid-is.com/nlmk
| ||
Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Information and Tender Agent at its telephone number above. A Noteholder may also contact the Joint Dealer Managers at the telephone numbers set forth above or such Noteholder's custodian for assistance concerning the Offers. | ||
Enquiries:
Media contact info:
Mariya Simonova
+7 (915) 322 62 25
simonova_mn@nlmk.com
Investor Relations contact info:
Dmitry Kolomytsyn
+7 (495) 504 0504
ir@nlmk.com
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 windmills. 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 RUR1. For more information on NLMK Group please visit www.nlmk.com. OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of "investment professionals" (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Ireland
No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:
(a) with the provisions of the European Union (Markets in Financial Instruments) Regulations, 2017 (as amended, the "MiFiD II Regulations"), including Regulation 5 (Requirement for Authorisation (and certain provisions concerning MTFs and OTFs)) thereof or any codes of conduct made under the MiFiD II Regulations and the provisions of the Investor Compensation Act 1998 (as amended);
(b) with the provisions of the Companies Act 2014 (as amended, the "Companies Act"), the Central Bank Acts 1942 - 2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); and
(c) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offers are being carried out in Italy as exempted offers pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
Russia
This announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Information contained in this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not intended for any persons in Russia who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.
Switzerland
The Offers do not constitute a public offering of securities pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.