30 Sep 2010 07:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY. OTHER OFFER AND DISTRIBUTION RESTRICTIONS APPLY
THIS NOTICE IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO SELL SECURITIES
30 September 2010
Chatham Enterprises Limited announces an offer to purchase for cash of up to the Target Acceptance Amount of the outstanding U.S.$1,250,000,000 9.75 per cent. Loan Participation Notes due 2013 issued by, but with limited recourse to, Steel Capital SA for the sole purpose of financing a loan to JSC Severstal
Chatham Enterprises Limited (the "Purchaser") announces that it has invited holders of the outstanding U.S.$1,250,000,000 9.75 per cent. Loan Participation Notes due 2013 issued by, but with limited recourse to, Steel Capital SA for the sole purpose of financing a loan to JSC Severstal (the "Notes"), of which U.S.$1,250,000,000 in aggregate principal amount is outstanding, to submit offers to tender their Notes for purchase by the Purchaser for cash (the "Offer").
The Offer is made on the terms of, and subject to the conditions set forth in, an Offer to Purchase Memorandum dated 29 September 2010.
The Total Consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Offer on or prior to the Early Expiration Deadline and accepted for purchase will be equal to the Clearing Price, which Clearing Price will be determined pursuant to a modified Dutch Auction as described in the Offer to Purchase Memorandum and will be no lower than U.S.$1,097.50 per U.S.$1,000 principal amount of Notes (the "Minimum Offer Price") and no greater than U.S.$1,127.50 per U.S.$1,000 principal amount of Notes (the "Maximum Offer Price").
The Tender Offer Consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer after the Early Expiration Deadline and on or prior to the Expiration Deadline and accepted for purchase will consist of the Total Consideration less the Early Tender Payment for each U.S.$1,000 principal amount of Notes accepted for purchase.
The table below sets forth the description of the Notes, Common Code, ISIN, CUSIP, outstanding principal amount, Target Acceptance Amount, Early Tender Payment, and Minimum Offer Price and Maximum Offer Price, within which the Clearing Price will be set.
| Description of the Notes | Regulation S Notes Common Code/ISIN | Rule 144A Notes CUSIP/ISIN | Outstanding Principal Amount(1) | Target Acceptance Amount | Early Tender Payment(2) | Total Consideration (3) | ||
| Minimum Offer Price(2)(3) | Maximum Offer Price(2)(3) | |||||||
| U.S.$1,250,000,000 9.75 per cent. Loan Participation Notes due 2013 | 037618985/ XS0376189857 | 858057AA0/ US858057AA01 | U.S.$1,250,000,000 | U.S.$450,000,000 | U.S.$30.00 | U.S.$1,097.50 | U.S.$1,127.50 | |
| Notes: |
|
| (1) Aggregate principal amount outstanding as of 29 September 2010. | |
| (2) Per U.S.$1,000 principal amount of Notes accepted for purchase. | |
| (3) Includes the Early Tender Payment. | |
Noteholders maysubmit offers to tender on a non-competitive basis (any such offer will be deemed to have specified the Minimum Offer Price), or at a price specified by such Noteholder within the range set out in the table above in increments of U.S.$2.50 per U.S.$1,000 principal amount of Notes above the Minimum Offer Price. Noteholders may only validly offer to tender Notes in principal amounts of U.S.$1,000 and integral multiples thereof.
The Purchaser will also pay accrued and unpaid interest on the Notes accepted for purchase from, and including, 29 July 2010 up to, but excluding, the Settlement Date.
The Purchaser announces that it is seeking to purchase up to the Target Acceptance Amount of the Notes (being U.S.$450,000,000 or such higher amount as the Purchaser may in its sole discretion determine and notify to Noteholders in accordance with the provisions set out in the Offer to Purchase Memorandum).
The Offer is conditional upon the issue of new USD-denominated bond financing, on terms satisfactory to Severstal. The announcement of the satisfaction of the Transaction Condition is expected to take place at or prior to the expected Transaction Condition Announcement Time.
If the aggregate principal amount of Notes to be accepted is greater than the principal amount which the Purchaser wishes to purchase, the offers validly made pursuant to the Offer will be accepted on a pro rata basis.
The purpose of the Offer, in conjunction with the issue of the New Notes, is to allow Severstal to take advantage of current favourable market conditions and extend its overall liability profile.
The Purchaser intends to deliver all of the Notes purchased pursuant to the Offer to the Issuer for cancellation.
INDICATIVE TIMETABLE
| Date | Calendar Day | Number of Business Days from and including Launch | Event |
| 29 September 2010 | Day 1 | Day 1 | Launch Date. Offer announced as set out below and (i) a notice published in the Notifying News Service (ii) this Offer to Purchase Memorandum delivered to the Clearing Systems for communication to Direct Participants and (iii) via a RIS. Offer to Purchase Memorandum available (subject to the offer and distribution restrictions set out in "Offer and Distribution Restrictions") from the Dealer Managers and the Tender Agents. |
| 13 October 2010 4.00 p.m., London time | Day 15 | Day 10 | Early Expiration Deadline and Withdrawal Deadline. Latest time for Tender Instructions to be received by the Tender Agents to be eligible to receive the Total Consideration and latest time for withdrawal of Tender Instructions. |
| 21 October 2010, at or around 5.00 p.m., London time | Day 23 | Day 16 | Expected Transaction Condition Announcement Time. Expected time for the Purchaser to announce whether the Transaction Condition has been satisfied. |
| 27 October 2010 4.00 p.m., London time | Day 29 | Day 20 | Expiration Deadline. Latest time for Tender Instructions to be received by the Tender Agent to be eligible to receive the Tender Offer Consideration. |
| 28 October 2010, at or around 10.00 a.m., London time | Day 30 | Day 21 | Offer Acceptance Time, Price Announcement Date and Price Announcement Time. Expected time for the Purchaser to announce whether, in what aggregate amount and at what Clearing Price it accepts for purchase Notes validly tendered in the Offer. Appropriate notices published via the Notifying News Service, the Clearing Systems and a RIS. |
| 28 October 2010 | Day 30 | Day 21 | Expected Settlement Date. |
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require to receive instructions to participate in, withdraw, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines above.
Holders are advised to read carefully the Offer to Purchase Memorandum, as applicable, for full details of, and information on, the procedures for participating in the Offer.
Requests for information in relation to the Offer should be directed to:
| THE DEALER MANAGERS | ||
| Barclays Bank PLC5 The North Colonnade Canary Wharf London E14 4BB England Telephone: +44 (0)20 7773 8575 E-mail: eu.lm@barcap.com | Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB England Telephone: +44(0)20 7774 4799 Email: liabilitymanagement.eu@gs.com | The Royal Bank of Scotland plc135 Bishopsgate London EC2M 3UR England Telephone: +44 (0)20 7085 8056 Email: liabilitymanagement@rbs.com |
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Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to:
| Regulation S Tender Agent | Rule 144A Tender Agent |
| Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP England Telephone: +44 (0)20 7704 0880 Attention: Yves Theis Email: severstal@lucid-is.com | Global Bondholder Services Corporation65 Broadway, Suite 404 New York, New York 10006 Telephone: +1 212 430 3774/+1 866 470 3800 (toll free) Attention: Corporate Actions Fax: +1 212 430 3775 |
_______________________________________
The distribution of this notice and the Offer to Purchase Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this notice and/or the Offer to Purchase Memorandum come are required by the Purchase, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This notice does not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer to make offers to tender Notes in the Offer is made only by means of the Offer to Purchase Memorandum that will be made available to investors to which the invitation may be lawfully addressed.
Tenders of Notes in the Offer will not be accepted from Noteholders in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates are such licensed brokers or dealers in such jurisdictions, the Offer shall be deemed to be made by the Dealer Managers or an affiliate, as the case may be, on behalf of the Purchaser in such jurisdictions.
United Kingdom
The communication of this announcement, the Offer to Purchase Memorandum and any other documents or materials relating to the Offer 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 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Italy
The Offer is not being made in the Republic of Italy ("Italy"). The Offer, this announcement and the Offer to Purchase Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the extent Noteholders are located or resident in Italy, the Offer is not available to them and neither this announcement, the Offer to Purchase Memorandum nor any other documents or materials relating to the Offer or the Notes may be distributed or made available in Italy as part of a public purchase or exchange offer (offerta pubblica di acquisto o di scambio) (as defined in Article 1, paragraph 1(v) of Italian Legislative Decree No. 58 of 24 February 1998, as amended) from which no applicable exemption is available (a "Non-exempt Offer in Italy").
Belgium
Neither this announcement, the Offer to Purchase Memorandum nor any other documents or materials relating to the Offer have been submitted to or will submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Offer to Purchase Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and in the Offer to Purchase Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Offer to Purchase Memorandum nor any other documents or materials relating to the Offer have been or will 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 in each case acting on their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Offer. Neither this announcement nor the Offer to Purchase Memorandum has not been and will not be submitted for clearance to or approved by the Autorité des Marches Financiers.
Russian Federation
Neither the Offer nor any tender in response to the Offer is an offering of securities in the terms of Article 51.1 of the law of the Russian Federation No. 39-FZ on Securities Market dated 22 April 1996 (as amended). Nothing in this announcement or the Offer to Purchase Memorandum shall constitute, or be interpreted as, offering or advertising of securities, or shall be deemed contemplating placing or circulation of securities in the Russian Federation under applicable Russian laws.
The Offer is made on the terms and subject to the conditions as further described in the Offer to Purchase Memorandum. Capitalised terms used and not otherwise defined in this notice have the meaning given in the Offer to Purchase Memorandum.
Noteholders are advised to check with the bank, securities broker, or other intermediary through which they hold their Notes whether such intermediary applies different deadlines for any of the events specified above, and then to allow for such deadlines if such deadlines are prior to those set out above. The deadlines set by each Clearing System for the submission and revocation of Tender Instructions may also be earlier than the relevant deadlines specified in this notice and the Offer to Purchase Memorandum.
This notice must be read in conjunction with the Offer to Purchase Memorandum. This notice and the Offer to Purchase Memorandum contain important information which must be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offer.
None of the Purchaser, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should tender Notes in the Offer, and no person has been authorised by any of them to make such a recommendation. Noteholders must make their own decisions as to whether or not to tender Notes.