Evraz Plc (EVR) - Consent Solicitation
RNS Number : 0832R
14 November 2012
U.S.$750,000,000 8.25% Guaranteed Notes due 2015 issued by Evraz Group S.A.
and unconditionally and irrevocably guaranteed without limitation for amount
by Mastercroft Limited (ISIN: XS0234987153/US30050AAA16, CUSIP:30050AAA1) (the
"Notes") of which U.S.$576,700,000 in principal amount remains outstanding
14 November 2012 - Evraz Group S.A. ("Evraz" or the "Company") today formally
announces a proposal to remove a covenant in the Notes by way of consent
solicitation (the "Consent Solicitation") as set out in a solicitation
memorandum dated 14 November 2012 (the "Solicitation Memorandum").
The Company (with the agreement of Mastercroft Limited) is seeking approval by
way of an extraordinary resolution (the "Extraordinary Resolution") of the
holders of the Notes to remove a covenant requiring the Company to maintain
the Net Leverage Ratio at or below a specified level.
The Issuer is not in breach of any of the covenants, whether in respect of
which the approval is being sought, or otherwise. The Issuer is seeking
amendments to the existing covenant package to align the covenants under the
Notes with the covenants under the Issuer's other series of notes. None of the
other series of the Issuer's notes contain a covenant of the Issuer to
maintain its Net Leverage Ratio at or below a specified level.
The Company has solicited holders of the Notes to consider the proposals upon
the terms and conditions set out in the Solicitation Memorandum.
All capitalised but undefined terms used in this announcement shall have the
meaning given to them in the Solicitation Memorandum.
An indicative timetable is set out below.
Launch of Consent Solicitation 14 November 2012
Early Instruction Deadline 4.00 p.m. on 5 December 2012
Late Instruction Deadline: 2.00 p.m. on 7 December 2012
Time and date of meeting: 2.00 p.m. on 10 December 2012
All references are to London time unless specified otherwise.
Holders of the Notes should check with the bank, securities broker or any
other intermediary through which they hold their Notes whether such
intermediary will apply different deadlines for participation to those set out
in this Solicitation Memorandum and, if so, should follow those deadlines.
Holders of the Notes who deliver voting instructions in favour of the
Extraordinary Resolution (i) prior to the Early Instruction Deadline, and do
not revoke such instructions, shall be eligible to receive an amount of
U.S.$4.50 per U.S.$1,000 in principal amount of the Notes which are the
subject of such instructions and (ii) after the Early Instruction Deadline but
prior to the Late Instruction Deadline, and do not revoke such instructions,
shall be eligible to receive an amount of U.S.$2.50 per U.S.$1,000 in
principal amount of the Notes which are the subject of such instructions,
subject to the Extraordinary Resolution being duly passed.
Holders of the Notes are advised to read carefully the Solicitation Memorandum
for full details of and information on the procedures for participating in the
Consent Solicitation, including details of the fees referred to above. J.P.
Morgan Securities plc and Deutsche Bank AG, London Branch are acting as Joint
Solicitation Agents and The Bank of New York Mellon, London Branch is acting
as Tabulation Agent.
Requests for all information in relation to the Consent Solicitation,
including requests by holders of Notes for copies of the Solicitation
Memorandum, should be directed to:
The Joint Solicitation Agents
Deutsche Bank AG, London Branch
1 Great Winchester Street
London EC2N 2DB
Telephone: +44 20 7545 8011
Attention: Liability Management Group
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Telephone: +44 20 7134 3414
Attention: Liability Management
The Tabulation Agent
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
Email: email@example.com (general enquiries relating to the
Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com (enquiries regarding DTC
All requests for information in relation to voting procedures should be
directed to the Tabulation Agent.
This release does not constitute an invitation to participate in the Consent
No offer or invitation to issue or redeem any securities is being made
pursuant to this release. This release must be read in conjunction with the
This release and the Solicitation Memorandum contain important information
which should be read carefully before any decision is made in relation to the
Consent Solicitation. If a holder of Notes (a "Noteholder ") is in any doubt
as to the action they should take, they are recommended to seek their own
financial advice, including in respect of any tax consequences, immediately
from their stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any person whose Notes are held on its behalf
by a broker, dealer, bank, custodian trust company or other nominee must
contact such entity if they wish to participate in the Consent Solicitation.
None of Evraz, J.P. Morgan Securities plc, Deutsche Bank AG, London Branch or
The Bank of New York Mellon, London Branch (nor any person related to such
entity) makes any recommendation as to whether or not Noteholders should
participate in the Consent Solicitation.
The distribution of the Solicitation Memorandum and this release in certain
jurisdictions may be restricted by law. Persons into whose possession the
Consent Solicitation Memorandum comes are required by Evraz, J.P. Morgan
Securities plc, Deutsche Bank AG, London Branch and The Bank of New York
Mellon, London Branch to inform themselves about, and to observe, any such
restrictions. This release is being forwarded to U.S. persons and Italian
persons solely in their capacity as holders in connection with the Consent
This document does not constitute or form part of, and should not be construed
as, an offer for sale or subscription of, or a solicitation of any offer to
buy or exchange or subscribe for, any securities of the Company or any other
entity. This document does not constitute a solicitation in any circumstances
in which such solicitation is unlawful.
Evraz Group S.A. is a company incorporated and existing as a société anonyme
under the laws of the Grand-Duchy of Luxembourg, having its registered office
at 46A, Avenue John F. Kennedy, L-1855 Luxembourg and being registered with
the Luxembourg register of commerce and companies under number B 105615.
This information is provided by RNS
The company news service from the London Stock Exchange
MSCEAPFLFADAFEF -0- Nov/14/2012 08:24 GMT
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