TIDMEVR
RNS Number : 3716E
Evraz Group S.A.
05 April 2011
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
5 April 2011
Evraz Group S.A. announces an offer to purchase for cash of up
to the Target Acceptance Amount of the outstanding
U.S.$1,300,000,000 8.875% Notes due 2013 issued by Evraz Group
S.A., constituted by the U.S.$1,050,000,000 8.875% Notes due 2013
issued by Evraz Group S.A. on 24 April 2008 and the
U.S.$250,000,000 8.875% Notes due 2013 issued by Evraz Group S.A.
on 27 May 2008
Evraz Group S.A., a public limited liability company (societe
anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg with its registered office at 1, Allee Scheffer, L-2520
Luxembourg, Grand Duchy of Luxembourg and registered with the
Luxembourg Register of Trade and Companies under number B 105615
(the "Issuer") announces that it has invited holders of the
outstanding U.S.$1,300,000,000 8.875% Notes due 2013 issued by
Evraz Group S.A., constituted by the U.S.$1,050,000,000 8.875%
Notes due 2013 issued by Evraz Group S.A. on 24 April 2008 and the
U.S.$250,000,000 8.875% Notes due 2013 issued by Evraz Group S.A.
on 27 May 2008 (the "Notes"), of which U.S.$1,155,900,000 in
aggregate principal amount is outstanding, to submit offers to
tender their Notes for purchase by the Issuer 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 5 April
2011.
The Total Consideration for each U.S.$1,000.00 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of Notes validly tendered (and not validly withdrawn) pursuant to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.$1,095.00 per U.S.$1,000.00 principal amount of Notes (the
"Minimum Offer Price") and no greater than U.S.$1,115.00 per
U.S.$1,000.00 principal amount of Notes (the "Maximum Offer
Price").
The Tender Offer Consideration for each U.S.$1,000.00 principal
amount of Notes validly tendered (and not validly withdrawn)
pursuant to the 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.$1,000.00 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 Regulation S Rule 144A Outstanding Target Early Total Consideration
of the Notes Notes Common Notes Principal Acceptance Tender (3)
Code/ISIN CUSIP/ISIN Amount(1) Amount Payment(2)
Minimum Offer Maximum
Price(2)(3) Offer
Price(2)(3)
U.S.$1,300,000 036005505/ 30050AAC7/ U.S.$1,155,900 U.S.$350,000 U.S.$30.00 U.S.$1,095 U.S.$1,115.00
,000 8.875 per XS0360055056 US30050AAC71 ,000 ,000 .00
cent. Notes
due 2013
Notes:
(1) Aggregate principal amount outstanding as of 5 April 2011.
(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.$1.00 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.$1,000.00 and integral multiples thereof.
The Issuer will also pay accrued and unpaid interest on the
Notes accepted for purchase from, and including, the interest
payment date immediately preceding the Settlement Date to, but
excluding, the Settlement Date.
The Issuer announces that it is seeking to purchase up to the
Target Acceptance Amount of the Notes (being U.S.$350,000,000 or
such higher amount as the Issuer 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
notes to be issued by the Issuer (the "Transaction Condition"). 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 Issuer wishes to
purchase, the offers validly made pursuant to the Offer will be
accepted on a pro rata basis.
The purpose of the Offer is to allow the Issuer to extend its
overall liability profile and take advantage of the current
interest rate environment.
The Issuer intends to cancel and retire all of the Notes
purchased pursuant to the Offer.
INDICATIVE TIMETABLE
Date Calendar Number of New Event
Day York Business
Days from and
including Launch
5 April Day 1 Day 1 Launch Date. Offer announced
2011 as set out below and (i) a
notice published in the
Notifying News Service (ii) a
notice 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
therein) from the Joint Dealer
Managers and the Tender
Agents.
18 April Day 14 Day 10 Early Expiration Deadline and
2011 5.00 Withdrawal Deadline. Latest
p.m., London time for Tender Instructions
time to be received by the Tender
Agents to be eligible to
receive the Total
Consideration and latest time
for withdrawal of Tender
Instructions.
27 April Day 23 Day 17 Expected Transaction Condition
2011 at Announcement Time. Expected
or around time for the Issuer to
5.00 p.m., announce whether the
London time Transaction Condition has been
satisfied.
3 May 2011 Day 29 Day 21 Expiration Deadline. Latest
3.00 p.m., time for Tender Instructions
London time to be received by the Tender
Agents to be eligible to
receive the Tender Offer
Consideration.
3 May 2011, Day 29 Day 21 Offer Acceptance Time, Price
at or around Announcement Date and Price
4.00 p.m., Announcement Time. Expected
London time time for the Issuer 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.
4 May 2011 Day 30 Day 22 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 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 JOINT DEALER MANAGERS
Goldman Sachs ING Bank N.V., London VTB Capital plc 14
International Branch 60 London Wall Cornhill London EC3V 3ND
Peterborough Court 133 London EC2M 5TQ England England Telephone: +44
Fleet Street London Telephone: +44 (0)20 (0)20 3334 8029 Email:
EC4A 2BB England 7767 5107 Email: vtb.dcm@vtbcapital.com
Telephone: +44 (0)20 debt.syndicate@uk.ing.co
7774 4799 Email: m
liabilitymanagement.eu@
gs.com
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 Global Bondholder Services Corporation
Leroy House 65 Broadway, Suite 404
436 Essex Road New York, New York 10006
London N1 3QP Telephone: +1 212 430 3774 (for
England banks and brokers only) /+1 866
Telephone: +44 (0)20 7704 0880 488 1500 (toll free)
Attention: Yves Theis Attention: Corporate Actions
Email: evraz@lucid-is.com 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 Issuer, the Joint
Dealer Managers and the Tender Agents 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 Joint 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 Joint
Dealer Managers or an affiliate, as the case may be, on behalf of
the Issuer 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 Societa e la Borsa (CONSOB) and/or the
Bank of Italy pursuant to Italian laws and regulations and neither
the Offer nor the Offer to Purchase Memorandum is being made, or
will be made or promoted, directly or indirectly, in or into
Italy.
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 qualifies), 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 Monetaire et Financier, are
eligible to participate in the Offer. Neither this announcement nor
the Offer to Purchase Memorandum has been or will be submitted for
clearance to or approved by the Autorite 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 Issuer, the Joint Dealer Managers, the Tender Agents
or the Trustee 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.
For the avoidance of doubt, the Trustee has not been involved in
formulating the Offer to Purchase Memorandum and expresses no
opinion on the merits (or otherwise) of the Offer. The Trustee is
not responsible for the accuracy, completeness, validity or
correctness of the information contained in the Offer to Purchase
Memorandum.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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