DJ PJSC Magnitogorsk Iron and Steel Works: Launch announcement
PJSC Magnitogorsk Iron and Steel Works (MMK)
PJSC Magnitogorsk Iron and Steel Works: Launch announcement
26-Apr-2021 / 18:39 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014
(MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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26th April 2021
For immediate release
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PROPOSED RESALE OF 335,229,900 EXISTING ORDINARY SHARES IN MAGNITOGORSK IRON & STEEL WORKS (MMK)
Goldman Sachs International announces its intention to offer 335,229,900 existing ordinary shares (the "Resale Shares")
of Magnitogorsk Iron & Steel Works (the "Company"; Moscow Exchange ticker: MAGN) which it has acquired from Mintha
Holding Limited ("Mintha"), whose ultimate beneficiary is Mr. V. Rashnikov, for resale to investors by way of an
undocumented accelerated bookbuild pursuant to Regulation S and Rule 144A under the U.S. Securities Act of 1933 (as
amended) (the "Resale"), which will launch immediately following this announcement.
The Resale Shares represent 3% of the Company's issued ordinary share capital.
After acquisition of the Resale Shares by Goldman Sachs International, Mintha holds 81.26% of the issued share capital
of the Company. Prior to the Resale, the free float of the Company is 15.74%. After completion of the Resale, assuming
all Resale Shares are sold, the free float of the Company will be 18.74%.
The remaining ordinary shares in the capital of the Company held by Mintha will be subject to a lock-up for the period
ending 60 days after 26th April 2021, save for customary exceptions and waiver by Goldman Sachs International.
Goldman Sachs International is acting as sole bookrunner on the Resale.
The Company will not receive any proceeds from the Resale.
The Resale Shares, in all respects, rank pari passu with the Company's ordinary shares.
Important Notice
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE OF SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE RESALE. THIS ANNOUNCEMENT AND ANY OFFER OF
SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129; AND (2) IN THE
UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129 AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO (I) HAVE
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 (AS AMENDED) (THE "
ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE RESALE
SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE RESALE SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS OR (2) IN
THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH (1) IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR
TO SUBSCRIBE FOR, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. The
distribution of this announcement and the offering or sale of the RESALE SHARES in certain jurisdictions may be
restricted by law. No action has been taken by mINTHA (OR ANY AFFILIATES THEREOF) or Goldman Sachs International or any
of ITS affiliates that would, or which is intended to, permit a public offer of the RESALE SHARES in any jurisdiction
or possession or distribution of this announcement or any other offering or publicity material relating to the RESALE
SHARES in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement
comes are required by MINTHA AND Goldman Sachs International to inform themselves about and to observe any applicable
restrictions.
THE RESALE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US
SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN. THE RESALE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER
THE US SECURITIES ACT OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL
BE NO PUBLIC OFFERING OF THE RESALE SHARES IN THE UNITED STATES OR ELSEWHERE.
THE RESALE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE RESALE OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
No prospectus or offering document has been or will be prepared in connection with the RESALE. Any investment decision
to buy securities in the RESALE must be made solely on the basis of publicly available information. Such information is
not the responsibility of and has not been independently verified by Mintha (OR ANY AFFILIATE THEREOF) or Goldman Sachs
International or any of its affiliates.
Goldman Sachs International IS AUTHORISED AND SUPERVISED BY THE COMISION NACIONAL DEL MERCADO DE VALORES IN SPAIN, AND
is ACTING EXCLUSIVELY FOR Mintha IN CONNECTION WITH THE RESALE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MINTHA
FOR PROVIDING THE PROTECTIONS OFFERED TO its CLIENT, NOR FOR PROVIDING ADVICE IN RELATION TO THE RESALE OR ANY
TRANSACTION, MATTER OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.
In connection with the offering of the RESALE shares, GOLDMAN SACHS INTERNATIONAL or any of ITS affiliates may take up
a portion of the RESALE shares as a principal position and in that capacity may retain, purchase or sell for their own
accounts such securities. In addition they may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or dispose of the RESALE shares. They do not intend to
disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
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ISIN: US5591892048
Category Code: MSCU
TIDM: MMK
LEI Code: 253400XSJ4C01YMCXG44
Sequence No.: 100675
EQS News ID: 1188352
End of Announcement EQS News Service
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(END) Dow Jones Newswires
April 26, 2021 12:40 ET (16:40 GMT)
