PAO Severstal (SVST) PAO Severstal: IMPORTANT NOTICE TO
NOTEHOLDERS 13-Jul-2022 / 14:00 MSK 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.
-----------------------------------------------------------------------------------------------------------------------
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT
PROFESSIONAL ADVISERS.
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF
APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES
RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF
TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR
BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS
REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER,
LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
If you have recently sold or otherwise transferred your entire
holding(s) of Notes referred to below, you should immediately
forward this notice to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected for transmission to the purchaser or transferee.
13 July 2022
PAO "SEVERSTAL" ("SEVERSTAL")
IMPORTANT NOTICE TO NOTEHOLDERS
Programme for the Issuance of Loan Participation Notes issued by
Steel Capital S.A. (the "Issuer") for the purpose of funding loans
to Severstal (the "Programme")
U.S.USD750,000,000 in aggregate principal amount of 5.90 per
cent. Series 3 Loan Participation Notes due 2022 issued by the
Issuer pursuant to the Programme on 15 October 2012 for the purpose
of funding a U.S.USD750,000,000 loan to Severstal (the "Loan")
of which U.S.USD634,051,000 is currently outstanding
ISINs: XS0841671000; US85805RAB42 (the "Notes")
Severstal is soliciting consents of the holders of the Notes
("the Noteholders") to the proposals set out herein (the
"Proposals") to be approved by a written resolution of the
Noteholders (the "Written Resolution") adopted pursuant to
paragraph 9 (Written Resolution) of Schedule 5 (Provisions for
Meetings of Noteholders) of the Trust Deed dated 19 October 2010
between the Issuer and the Trustee as supplemented by the
Supplemental Trust Deed dated 17 October 2012 (" Trust Deed").
Terms defined in the Trust Deed or the Written Resolution shall
have the same meaning herein unless the context requires otherwise.
1. Background
As a result of extensive sanctions and other restrictive
measures, including the full blocking sanctions, that have been
recently introduced by the U.S., the EU and the UK against Russia
and/or various Russian individuals and entities (such as
Severstal), any payment of interest or principal under the Loan
made by Severstal or received from the Issuer or Severstal by
Citibank N.A., London branch (the "Principal Paying and Transfer
Agent") will likely be blocked, delayed or frozen for an uncertain
period of time and, consequently, those funds will not be
distributed among the Noteholders. Though Severstal filed license
applications with competent sanctions authorities in the relevant
jurisdictions requesting authorizations required for processing of
payments under the Loan and the Notes as per the ordinary course,
no such authorizations have been received to date and no assurance
can be given as to when (if at all) they will be granted.
In addition, in response to the international sanctions, the
Russian authorities effectively restricted certain payments from
the Russian Federation to a number of jurisdictions, unless there
is a governmental permission to a specific payment. If the
governmental authorities reject to issue such permission to
Severstal, it may not be able to repay interest or principal to the
Issuer under the Loan and, consequently, the Issuer may not be able
to repay the principal and interest accrued on the Notes in
accordance with the original terms of the Notes.
In light of the above, in order to ensure the Noteholders'
rights are not prejudiced and with a view to facilitate payments in
relation to the Notes, Severstal is seeking the Noteholders'
consent to certain modifications to the terms of the Notes, as set
out in more detail below. 2. Proposals sought by way of the Written
Resolution
This notice is a summary of some of the Proposals only and does
not contain a full description of all Proposals included into the
Written Resolution and should be read in conjunction with the
Written Resolution which you can request as per the Section 3
below. a. Amended Payment Mechanics
Since the aforementioned circumstances have resulted in a
significant disruption of the Notes' payment infrastructure,
Severstal invites the Noteholders to agree and authorise that the
Issuer and/or Severstal can make any payment of interest or
principal or can procure that such payment of interest or principal
is made directly (or through relevant clearing systems or other
financial intermediaries) to Noteholders as per below (the "Amended
Payment Mechanics"): i. Payments to the following Noteholders would
be made in Roubles at the Central Bank of Russia foreignexchange
rate (as of the payment date):
-- the Noteholders holding Notes through Russian National
Settlement Depository ("NSD") or other Russiancustodians being the
accountholders of Euroclear Bank SA/NV and Clearstream Banking,
S.A. (the "Other RussianCustodians") as of 27 July 2022 (the
"Record Date"), including those Noteholders which have arranged for
theirNotes to be transferred to an account with any Other Russian
Custodian by the Record Date. Such Noteholders wouldreceive
payments through NSD or the relevant Other Russian Custodian, as
applicable. The relevant paymentobligations under the Notes would
be discharged when the funds are received by NSD or Other Russian
Custodians, asappropriate; and
-- the Noteholders which, as of the Record Date, hold their
Notes through foreign nominee holders and haveelected, by
application to Severstal delivered not later than 7 Russian
business days prior to the payment date(which is fixed at 17
October 2022) (the "Payment Date"), unless otherwise set out in the
Written Resolution, forpayments to be made to a Rouble account
opened in their name with a Russian credit institution, or, subject
to allapplicable laws, a foreign credit institution. Such
Noteholders would receive payments from Severstal directly
orthrough such financial intermediaries or other paying agents as
may be engaged by Severstal at its sole discretion.The relevant
payment obligations under the Notes would be discharged when the
funds are debited from Severstal'sRussian bank account; ii.
Payments to the Noteholders not referred to in sub-paragraph (i)
above would continue to be expressed tobe made in accordance with
the original terms of the Notes. These payments shall be made only
after all relevantregulatory licenses from the authorities outside
the Russian Federation, which, in case they are not granted
toSeverstal, shall be procured by the respective Noteholders, and
all relevant approvals from the Russianauthorities,
subject to additional conditions, procedures and requirements as
set out in the Written Resolution.
Accordingly, the Noteholders, which hold their Notes outside of
NSD or Other Russian Custodians, willing to receive payments in
Roubles are encouraged either to transfer their Notes to an account
with any Other Russian Custodian and/or open Rouble bank accounts
with credit institutions. b. Deferral of Interest Payment
As a result of the events beyond the Issuer's and Severstal's
control, the interest under the Loan due on 17 April 2022 (the
"April 2022 Interest") and the interest under the Notes due on 17
April 2022 (the "April 2022 Coupon") have not been paid and remain
outstanding to date.
To ensure that the rights of the Noteholders are not prejudiced
and that the arrangement expressed to allow the Noteholders to
receive payments under the Notes (i.e., the Amended Payment
Mechanics) is in place before the payment of the April 2022
Interest and the April 2022 Coupon is made, Severstal is seeking
consent of the Noteholders to defer the April 2022 Interest and the
April 2022 Coupon to the Payment Date with no default interest or
similar payment accrued and/or being payable with respect to any
amount of the April 2022 Interest and/or the April 2022 Coupon so
deferred. c. Early Redemption
In addition, Severstal invites the Noteholders to agree and
authorise that Severstal and/or the Issuer shall on 29 August 2022
(the "Early Redemption Date") redeem the Loan and the Notes then
outstanding at par together with accrued and unpaid interest
thereon as at the Early Redemption Date (the "Early Redemption").
To the extent such Early Redemption is approved, any reference to
the Payment Date shall be read as reference to the Early Redemption
Date. 3. Execution requirements and effectiveness condition
In accordance with paragraph 9 (Written Resolution) of Schedule
5 (Provisions for Meetings of Noteholders) of the Trust Deed, the
Written Resolution would become effective if signed by or on behalf
of Noteholders representing in aggregate not less than two thirds
in principal amount of the Notes outstanding at the time (the
"Effectiveness Condition"). The Proposals set out in section 2(c)
(Early Redemption) above will constitute a separate and independent
part of the Written Resolution and will only become effective if
the Proposals set out in sections 2(a) (Amended Payment Mechanics)
and 2(b) (Deferral of Interest Payment) above become effective.
(MORE TO FOLLOW) Dow Jones Newswires
July 13, 2022 07:00 ET (11:00 GMT)
Severstal' Pao (LSE:0SJQ)
Historical Stock Chart
From Oct 2024 to Nov 2024
Severstal' Pao (LSE:0SJQ)
Historical Stock Chart
From Nov 2023 to Nov 2024
