Evraz Plc EVR Consent Solicitation

  Evraz Plc (EVR) - Consent Solicitation

RNS Number : 0832R
Evraz Plc
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.

Indicative Timetable            
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
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Telephone: +44 20 7545 8011
Email: liability.management@db.com
Attention: Liability Management Group

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

Telephone: +44 20 7134 3414
Email: emea_lm@jpmorgan.com
Attention: Liability Management

The Tabulation Agent

The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
United Kingdom

Email: debtrestructuring@bnymellon.com (general enquiries relating to the
Meeting)
Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com (enquiries regarding DTC
Instructions)

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 
Solicitation.

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 
Solicitation Memorandum.

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 
Solicitation.

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
 
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MSCEAPFLFADAFEF -0- Nov/14/2012 08:24 GMT