DJ EVRAZ plc announces Consent Solicitation in respect of its outstanding U.S.USD750,000,000 5.375 per cent. notes due 2023
EVRAZ plc (EVR) EVRAZ plc announces Consent Solicitation in respect of its outstanding U.S.USD750,000,000 5.375 per cent. notes due 2023 15-Nov-2022 / 10:10 MSK Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM.
EVRAZ plc announces Consent Solicitation in respect of its outstanding U.S.USD750,000,000 5.375 per cent. notes due 2023
London, 15 November 2022 - EVRAZ plc (the "Issuer") today announces a consent solicitation (the "Consent Solicitation") for holders (the "Noteholders") of its outstanding U.S.USD750,000,000 5.375 per cent. notes due 2023 (the "Notes") to consider and, if thought fit, pass extraordinary resolutions (the "Extraordinary Resolutions") in order to approve (i) the appointment of Limited liability company "Legal Capital Investor Services" to replace and succeed BNY Mellon Corporate Trustee Services Limited as Trustee (the "Trustee") under the Trust Deed (the "Appointment") and (ii) proposed amendments to the Trust Deed and the terms and conditions governing the Notes as further detailed in the Consent Solicitation Memorandum (as defined below) (the "Amendments").
The Consent Solicitation shall take place on the terms and subject to the conditions set forth in the consent solicitation memorandum prepared by the Issuer dated 15 November 2022 (the "Consent Solicitation Memorandum"). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Consent Deadline for submitting Consent Instructions in respect of the Consent Solicitation is 5:00 p.m. (London time) on 5 December 2022 (as may be extended) by the Issuer). Furthermore, the Issuer has convened the Meeting to take place on 7 December 2022 beginning at 5:00 p.m. (London time), subject to the Issuer's ability to adjourn such meeting to a later date in accordance with the Trust Deed for purposes of enabling the Noteholders to consider each of the Appointment and the Amendments and, if thought fit, pass the Extraordinary Resolutions.
Capitalised terms used in this announcement, but not defined herein, have the meanings given to them in the Consent Solicitation Memorandum.
To participate in the Consent Solicitation and consent to the Appointment and the Amendments, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline as more particularly described in the Consent Solicitation Memorandum. Only Noteholders who hold the Notes as of the Record Date (as set out below) may submit a Consent Instruction.
Participation in the Consent Solicitation may only be done by delivery of a Consent Instruction to the Information and Tabulation Agent. It will not be possible to participate in the Consent Solicitation by delivering electronic consents to The Depository Trust Company, Euroclear or Clearstream, Luxembourg (the "Clearing Systems").
Once validly submitted, Consent Instructions will be irrevocable and may not be withdrawn, subject to applicable law. Please refer to the Consent Solicitation Memorandum for further information.
Neither the Trustee, Limited liability company "Legal Capital Investor Services" (the "New Trustee" or the "Information and Tabulation Agent") nor any of their respective directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Amendments. The Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation. Neither the Trustee, the Information and Tabulation Agent nor any of their respective directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Consent Solicitation Memorandum or any other documents referred to in the Consent Solicitation Memorandum or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.
Electronic copies of the Consent Solicitation Memorandum can be obtained from the Information and Tabulation Agent upon request at evraz@lcpis.ru.
The following table sets forth details of the Notes:
Title of Security Common code / CUSIP ISIN Aggregate Principal Amount
Outstanding
153391572 (Reg S Common
code)
U.S.USD750,000,000 5.375 per cent. XS1533915721 (Reg S) U.S.USD704,099,000
notes due 2023 111731110 (Rule 144A US30050AAG85 (Rule 144A)
Common code)
30050A AG8 (CUSIP)
Rationale for the Consent Solicitation
The United States, the European Union, the United Kingdom and certain other countries recently have introduced an unprecedented expansion of coordinated sanctions and trading restrictions, including, among others, new regional embargoes, full blocking sanctions on companies and individuals, sovereign debt restrictions and other sanctions targeting a number of Russian individuals and entities. In response to this and as part of measures to stabilise and support the Russian financial and currency markets, the Russian authorities have imposed additional currency control measures aimed at restricting the outflow of foreign currency and capital from Russia and imposed various restrictions on transacting with non-Russian parties (including, among others, restrictions on cross-border lending and distribution of dividends by Russian residents to non-residents, restrictions on the service of existing debt owed by Russian residents to non-residents). The international sanctions and the counter-measures, as well as EU sanctioning of the National Settlement Depositary of Russia, among other things, significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including effecting payments due to all Noteholders and the cancellation process.
Furthermore, on 5 May 2022, the Issuer was designated by the Secretary of State for Foreign, Commonwealth and Development Affairs under regulation 5 of the Russia (Sanctions) (EU Exit) Regulations 2019. As a result, the Issuer is required to obtain a licence from the Office of Financial Sanctions Implementation ("OFSI") for any transactions with its funds and economic resources.
In addition, on 9 May 2022, the Trustee has notified the Issuer of its inability to perform its obligations under the Notes.
All these factors resulted in obstruction of payment processing, limiting the Issuer's ability to service its obligations under the Notes.
In light of the above, the Issuer launched the Consent Solicitation with a view to soliciting consents of the Noteholders to approve, inter alia, the replacement of the Trustee by Limited liability company "Legal Capital Investor Services" as new trustee, the introduction of a new procedure for substitution of the Issuer, the removal of certain covenants applicable to the Issuer, the removal of certain events of default, the reduction in the requisite majority of Noteholders required to pass an Extraordinary Resolution, and the making of certain consequential and other technical changes to the Trust Deed as set out in the Consent Solicitation Memorandum.
The Consent Solicitation is intended to procure that following completion of the transaction the Issuer has a greater flexibility to perform its obligations under the Notes in a quickly evolving and drastically changing environment.
Participation in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a duly completed and signed Consent Instruction to the Information and Tabulation Agent by e-mail at evraz@lcpis.ru no later than the Consent Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction. The delivery of a Consent Instruction will not affect a Noteholder's right to sell or transfer the Notes. A duly executed Consent Instruction shall bind the Noteholder executing the Consent Instruction, and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates.
Noteholders should note that: i. each beneficial owner should deliver, or arrange to have delivered on its behalf, a Consent Instructionin respect of such beneficial owner's Notes; and ii. a beneficial owner must not deliver, or arrange to have delivered on its behalf, more than one ConsentInstruction in respect of the same Notes and that any subsequent Consent Instruction delivered by a beneficialowner that has already submitted another Consent Instruction will be disregarded.
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