EVR Evraz Plc

 

TIDMEVR 
 
RNS Number : 3840V 
Evraz Group S.A. 
09 July 2009 
 

 
 
for immediate release 
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT 
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN 
PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA, SOUTH 
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF 
SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, 
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA OR SOUTH AFRICA. 
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 
 
 
EVRAZ RAISES APPROXIMATELY US$900 MILLION FROM CONCURRENT CONVERTIBLE BOND AND 
EQUITY OFFERINGS 
 
 
July 9, 2009 - Evraz Group S.A. ("Evraz" or the "Company") (LSE: EVR) is pleased 
to announce the pricing of its offering of US$600 million principal amount of 
7.25% convertible bonds ("Bonds") due 2014 (the "Bond Offering") and 
US$300 million in the form of Global Depository Receipts ("GDRs") listed on the 
London Stock Exchange, representing ordinary shares of Evraz (the "Equity 
Offering" and together with the Bond Offering, the "Offerings"). The Bonds will 
be convertible into GDRs at an initial conversion price of US$21.12 per GDR and 
will carry a quarterly coupon of 7.25% per annum. In the Equity Offering 
6,060,608 new shares will be issued as GDRs at an issue price of US$16.50 per 
GDR. 
 
 
The proceeds from the Offerings are intended to be used to refinance existing 
debt and for general corporate purposes. 
 
 
The Bonds will be convertible into GDRs at an initial conversion price of 
US$21.12 per GDR. The conversion price represents a 28% premium to the Equity 
Offering placement price of US$16.50 per GDR, which is the reference price for 
the convertible bond. The Bonds are to have a quarterly coupon of 7.25% per 
annum and will be issued at 100% of their principal amount and, unless 
previously converted, repurchased or redeemed, will mature on the fifth 
anniversary of their issue, in 2014. Lanebrook, a 77.6% shareholder in Evraz 
prior to the Offerings, and its affiliate, are subscribing for US$200 million in 
principal amount of Bonds. The Company has granted the Joint Bookrunners in the 
Bond Offering an over-allotment option to subscribe for up to an additional 
US$50 million in principal amount of Bonds, which if exercised in full would 
result in an increase in the aggregate principal amount of the Bonds to US$650 
million. This option may be exercised at any time within 14 days after the 
Pricing Date. 
 
 
In the Equity Offering, the Company has agreed to issue 6,060,608 shares, 
including GDRs, equal to approximately 4.4% of the Company's outstanding share 
capital, post issue. The issue price of the GDRs is US$16.50 per GDR, with each 
GDR representing one-third of one share. The total number of outstanding shares 
in the Company will increase to 138,320,758. Gross proceeds of the Equity 
Offering amount to approximately US$300 million with Lanebrook and its affiliate 
subscribing for US$200 million. The Company has granted the Joint Bookrunners in 
the Equity Offering an over-allotment option to subscribe for up to 909,090 
additional GDRs, represented by up to 303,030 additional new shares, 
corresponding to additional gross proceeds of up to approximately US$15 million 
in the event the over-allotment option is exercised in full. This option may be 
exercised at any time within 14 days after the Pricing Date. Following the 
Equity Offering, shareholding of Lanebrook and its affiliate will decrease to 
77.1%. In the event the over-allotment option is exercised in full, shareholding 
of Lanebrook and its affiliate will decrease to 76.9%. 
 
 
Settlement and delivery of the Bonds and the GDRs is expected to occur on or 
about 13 July 2009. 
 
 
In order to facilitate the issuance of the Bonds, in connection with the Bond 
Offering Morgan Stanley has offered certain institutional investors the 
opportunity to borrow ordinary shares represented by GDRs in Evraz during the 
term of the Bonds by means of a stock loan of GDRs beneficially owned by 
Lanebrook (the "Loaned GDRs"). Subject to appropriate corporate authorisations 
being obtained by Evraz, it is intended that in due course Evraz will issue new 
ordinary shares to Lanebrook in an amount equal to the number of shares 
underlying the Loaned GDRs and effect a novation of the stock lending 
arrangements, whereby Evraz will be substituted for Lanebrook as lender of the 
Loaned GDRs. 
 
 
Application will be made to the Professional Securities Market of the London 
Stock Exchange for Bonds to be listed and traded within 60 days of settlement of 
the Bonds. The GDRs will be listed on the EEA Regulated Market of the London 
Stock Exchange. 
 
 
Goldman Sachs International and Morgan Stanley & Co. International plc are 
acting as Joint Global Coordinators and, together with Deutsche Bank AG, Joint 
Bookrunners for the Equity and Bond Offerings. CALYON, ING Bank N.V. London 
branch, NATIXIS, RBS Hoare Govett Limited and Société Générale Corporate & 
Investment Banking are acting as Co-Lead Managers in relation with the 
Offerings. Lazard & Co. Limited is acting as Financial Advisor to the Company in 
relation with the Offerings. 
 
 
# # # 
 
 
For further information: 
Evraz Group 
Investor Relations 
Alexander Boreyko 
Tel: +7 495 232 1370 
IR@evraz.com 
 
 
Evraz Group S.A. is a large vertically-integrated steel, mining and vanadium 
business with operations in the Russian Federation, Ukraine, Europe, USA, Canada 
and South Africa. Evraz produced 17.7 million tonnes of crude steel in 2008, 
ranking it the 15th largest steel producer in the world by volume. Its mining 
operations fully cover current its internal consumption of iron ore and coking 
coal. Evraz's total audited consolidated revenues for the year ended 31 December 
2008 were US$20,380 million and consolidated adjusted EBITDA was US$6,323 
million. 
 
 
Important Notice 
 
 
This is not an offer to sell, nor a solicitation of an offer to buy any 
securities and any discussions, negotiations or other communications that may be 
entered into, whether in connection with the terms set out herein or otherwise, 
shall be conducted subject to contract. No representation or warranty, express 
or implied, is or will be made as to, or in relation to, and no responsibility 
or liability is or will be accepted by the Joint Bookrunners or by any of their 
respective affiliates, officers, employees or agents as to or in relation to the 
accuracy or completeness of this document, any publicly available information in 
respect of the Company, and any other written or oral information made available 
to any interested party or its advisers and any liability therefore is hereby 
expressly disclaimed. 
 
 
Any offering and any related formal documentation will be subject to conditions 
and termination events, including those which are customary for such offerings. 
Any such offering will not complete unless such conditions are fulfilled and any 
such termination events have not taken place or the failure to fulfil such a 
condition or the occurrence of a termination event has been waived, if 
applicable. 
 
The Joint Bookrunners are acting exclusively for the Company and no one else in 
connection with the Offerings. They will not regard any other person (whether or 
not a recipient of this document) as their respective clients in relation to the 
Offerings and will not be responsible to anyone other than the Company for 
providing the protections afforded to their respective clients nor for giving 
advice in relation to the Offerings or any transaction or arrangement referred 
to herein. 
 
 
The securities mentioned herein have not been, and will not be, registered under 
the United States Securities Act of 1933 (the "Securities Act") and may not be 
offered or sold in the United States unless they are registered under the 
Securities Act or pursuant to an exemption from registration. There will be no 
public offering of such securities in the United States. 
 
 
No action has been taken by the Company, the Joint Bookrunners or any of their 
respective affiliates that would permit an offering of the securities or 
possession or distribution of this press release or any offering or publicity 
material relating to such securities in any jurisdiction where action for that 
purpose is required. Persons into whose possession this press release comes are 
required by the Company and the Joint Bookrunners to inform themselves about and 
to observe any such restrictions. 
 
 
This press release and any offer when made are only addressed to and directed, 
in member states of the European Economic Area which have implemented the 
Prospectus Directive (each, a "relevant member state"), at persons who are 
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus 
Directive (Directive 2003/71/EC) ("Qualified Investors"). In Italy, this press 
release is being distributed only to, and is directed only at, qualified 
investors pursuant to Article 100 of Italian Legislative Decree No.58 of 24 
February 1998 as amended (the "Italian Financial Services Act") and the 
implementing CONSOB Regulation and Article 2(1)(e) of the Prospectus Directive. 
 
 
Each person who initially acquires any securities or to whom any offer of 
securities may be made will be deemed to have represented, acknowledged and 
agreed that it is a Qualified Investor and each such person in Italy will be 
deemed to have further represented that it is a qualified investor pursuant to 
Article 100 of the Italian Financial Services Act and the implementing CONSOB 
Regulation and Article 21(1)(e) of the Prospectus Directive. 
 
 
In the United Kingdom, this document is being distributed only to, and is 
directed only at, Qualified Investors (i) who have professional experience in 
matters relating to investments falling within Article 19(5) of the Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 
"Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) 
to whom it may otherwise lawfully be communicated (all such persons together 
being referred to as "relevant persons"). This document must not be acted on or 
relied on (i) in the United Kingdom, by persons who are not relevant persons, 
and (ii) in any member state of the European Economic Area other than the United 
Kingdom, by persons who are not Qualified Investors. 
 
 
Neither the Bonds nor the GDRs are eligible for placement and circulation in the 
Russian Federation unless and to the extent otherwise permitted by Russian law. 
This document does not constitute an offer, or an invitation to make offers, 
sell, exchange or otherwise transfer the Bonds or the GDRs in the Russian 
Federation or to or for the benefit of any Russian person or entity. 
 
 
In connection with the Bond Offering, the Joint Bookrunners or any of them 
acting as Stabilising Manager(s)) (or persons acting on behalf of any such 
Stabilising Manager(s)) may over-allot Bonds or effect transactions with a view 
to supporting the market price of the Bonds at a level higher than that which 
might otherwise prevail. However, there is no assurance that the Stabilising 
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will 
undertake stabilisation action. Any stabilisation action may begin on or after 
the date on which adequate public disclosure of the final terms of the offer of 
the Bonds is made and, if begun, may be ended at any time, but it must end no 
later than the earlier of 30 days after the issue date of the Bonds and 60 days 
after the date of the allotment of the Bonds. Any stabilisation action or 
over-allotment must be conducted by the Stabilising Manager(s) (or persons(s) 
acting on behalf of the Stabilising Manager(s) (or persons(s) acting on behalf 
of the Stabilising Manager(s)) in accordance with all applicable laws and rules. 
In connection with the Equity Offering, the Joint Bookrunners or any of them 
acting as Stabilising Manager(s)) (or persons acting on behalf of any such 
Stabilising Manager(s)) may over-allot GDRs or effect transactions with a view 
to supporting the market price of the GDRs at a level higher than that which 
might otherwise prevail. However, there is no assurance that the Stabilising 
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will 
undertake stabilisation action. Any stabilisation action may begin on or after 
the date on which adequate public disclosure of the final offer price of the 
GDRs is made and, if begun, may be ended at any time, but it must end no later 
than 30 days after that date. Any stabilisation action or over-allotment must be 
conducted by the Stabilising Manager(s) (or persons(s) acting on behalf of the 
Stabilising Manager(s) (or persons(s) acting on behalf of the Stabilising 
Manager(s)) in accordance with all applicable laws and rules. 
In connection with the Offerings, each of the Joint Bookrunners and any of their 
respective affiliates acting as an investor for their own account may take up 
Bonds and/or GDRs and in that capacity may retain, purchase or sell for its own 
account such securities and any other securities of the Company or any related 
investments and may offer or sell such securities or other investments otherwise 
than in connection with the Offerings. The Joint Bookrunners 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. 
In connection with the Offerings, the Joint Bookrunners or their affiliates may, 
for their own account, enter into asset swaps, credit derivatives or other 
derivative transactions relating to the Bonds and/or GDRs at the same time as 
the offer and sale of the Bonds and/or GDRs or in secondary market transactions. 
The Joint Bookrunners or any of their affiliates may from time to time hold long 
or short positions in or buy and sell Bonds and/or GDRs or such derivatives. No 
disclosure will be made of any such positions. The amount of any such purchases 
will be determined at the time of pricing of the securities and will be subject 
to total demand received and final allocations. 
Stabilisation/FSA 
ENDS 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 IODUKUVRKORBRRR 
 

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