21 Jul 2011 16:05
Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States of America.
The Final Terms dated 19 July 2011 for the US$500,000,000 6.25% Notes due 2016 and the Base Prospectus dated 7 July 2011 in relation to the US$3,000,000,000 Programme for issuance of Notes by Steel Capital S.A.
The attached Final Terms were executed on 19 July 2011 in relation to the forthcoming issuance by, but with limited recourse to, Steel Capital S.A., a company incorporated under the laws of Luxembourg as a société anonyme, of US$500,000,000 6.25% Notes due 2016 for the sole purpose of financing a US$500,000,000 6.25% five-year loan to OAO Severstal (the "Notes") under the US$3,000,000,000 Programme for the issuance of loan-participation notes.
The Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus dated 7 July 2011 relating to the Programme (the "Base Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) and is attached hereto for convenience. Full information on Steel Capital S.A., OAO Severstal and the offer of the Notes is available only on the basis of the combination of the Final Terms and the Base Prospectus. To review them, please, use the links below.
http://www.rns-pdf.londonstockexchange.com/rns/8483K_-2011-7-21.pdf
http://www.rns-pdf.londonstockexchange.com/rns/8483K_1-2011-7-21.pdf
Copies of the Final Terms will shortly be available for inspection at the National Storage Mechanism at http://www.hemscott.com/nsm.do.
Copies of the Base Prospectus are available for inspection at the National Storage Mechanism at http://www.hemscott.com/nsm.do.
For further information, please contact
Severstal, Investor Relations
Vladimir Zaluzhsky
T: +7 495 926-77-66
vladimir.zaluzhsky@severstal.com
Severstal, Public Relations
Elena Kovaleva,
T: +7 495 926-77-66
elena.kovaleva@severstal.com
DISCLAIMER
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any states of the United States and the District of Columbia). This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States of America. Securities may not be offered or sold in the United States of America or to, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities mentioned herein have not been, and will not be, registered under the Securities Act. There will be no public offering of securities in the United States of America.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments and who are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within article 49(2) of the Order and (iii) any other persons to whom this announcement may otherwise lawfully be directed (all such persons being together referred to as "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to and 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.
This announcement is not an offer, or an invitation to make offers, of any securities or an advertising of any securities in the Russian Federation. The Notes are not contemplated to be placed or publicly circulated in the Russian Federation (in terms of the Federal Law No.39-FZ On Securities Market dated 22 April 1996 (as amended), the Federal Law on Advertising No.38-FZ dated 13 March 2006 (as amended) and the Federal Law on Protection of Rights and Lawful Interests of Investors in the Securities Market No.46-FZ dated 5 March 1999 (as amended). This announcement must not be published, passed on to third parties or otherwise be made publicly available in the Russian Federation unless it is permitted under Russian law.