13 March 2019
EVRAZ Group S.A.
(the "Original Issuer")
and
EVRAZ plc
(the "New Issuer")
Notice to the holders of the
U.S.$1,000,000,000 6.50% notes due 2020 (ISIN: REG S: XS0808638612; 144A: US30050AAF03)
U.S.$750,000,000 8.25% notes due 2021 (ISIN: XS1319822752)
U.S.$500,000,000 6.75% notes due 2022 (ISIN: XS1405775377)
U.S.$750,000,000 5.375% notes due 2023 (ISIN: REG S: XS1533915721; 144A: US30050AAG85)
(collectively, the "Notes")
issued by the Original Issuer
The Original Issuer and the New Issuer refer to (i) the terms and conditions of each of the Notes (the "Conditions") and respective trust deeds constituting the Notes each entered into between BNY Mellon Corporate Trustee Services Limited (the "Trustee") and the Original Issuer (the "Original Trust Deeds"), (ii) the paying agency agreements related to each of the Notes entered into between the Original Issuer, the Trustee, The Bank of New York Mellon, London Branch, The Bank of New York Mellon, New York Branch and The Bank Of New York Mellon SA/NV, Luxembourg Branch (collectively, the "Paying Agents") (the "Original Paying Agency Agreements"), (iii) the supplemental trust deeds dated 13 March 2019 entered into between the Original Issuer, the New Issuer and the Trustee in relation to each of the Original Trust Deeds (the "Supplemental Trust Deeds") and (iv) the supplemental agency agreement dated 13 March 2019 entered into between the Original Issuer, the New Issuer, the Paying Agents and the Trustee in relation to each of the Original Paying Agency Agreements (the "Supplemental Agency Agreements").
Pursuant to Clause 19 (Substitution) of each of the Original Trust Deeds and Condition 3.8 of the Conditions of each of the Notes, the Original Issuer may, without the consent of the noteholders, elect, by notice in accordance with Condition 13 of the Conditions of each of the Notes, that with immediate effect, the New Issuer be designated as issuer for the purposes of the Conditions of each of the Notes, the Notes, the Original Trust Deeds and the Original Paying Agency Agreements (the "Substitution") and subject to the requirements set out at Condition 3.8 of the Conditions of each of the Notes, the Trustee and the Paying Agents shall enter into deeds supplemental to the Original Trust Deeds and agreements supplemental to the Original Paying Agency Agreements, respectively, with the Original Issuer and the New Issuer in order to give effect to the Substitution.
THE ANNOUNCEMENT IS HEREBY GIVEN THAT, pursuant to and in compliance with Clause 19 (Substitution) of each of the Original Trust Deeds and Condition 3.8 of the Conditions of each of the Notes, by executing the Supplemental Trust Deeds and the Supplemental Agency Agreements:
(i) the Original Issuer has transferred to the New Issuer, and the New Issuer has assumed, all of the Original Issuer's rights, obligations and liabilities as issuer and principal debtor under the Notes, the Original Trust Deeds and the Original Paying Agency Agreements;
(ii) the New Issuer has covenanted with the Trustee that it will duly observe and perform and be bound by all of the covenants, conditions and provisions of the Original Trust Deeds relating to the Notes as were expressed to be binding on the Original Issuer;
(iii) the Original Issuer has been released from all of its obligations under the Notes, the Original Trust Deeds and the Original Paying Agency Agreements; and
(iv) the New Issuer is deemed to be named in the Notes, the Original Trust Deeds and the Original Paying Agency Agreements as the principal debtor in place of the Original Issuer and the Notes, the Original Trust Deeds and the Original Paying Agency Agreements shall be read and construed accordingly.
Information about the New Issuer
1. New Issuer: EVRAZ plc, a public limited company incorporated on 23 September 2011 as a public company limited by shares under the UK Companies Act 2006 with the registered number in England of 7784342.
2. Registered office: 5th Floor, 6 St Andrew Street, London, EC4A 3AE, United Kingdom, Tel.: +44 (207) 832 8990.
3. The New Issuer is the parent entity of the Original Issuer, a holding company which owns steel production, mining and trading companies. The New Issuer, together with its subsidiaries is involved in the production and distribution of steel and related products, vanadium products and coal and iron ore mining.
4. The New Issuer is listed on the premium segment of the Official List of the Financial Services Authority and admitted to trading on the Regulated Market of the London Stock Exchange (LSE: EVR).
5. The New Issuer prepares annual financial statements in accordance with IFRS as adopted by the EU, the requirements of the Companies Act 2006 and, as regards its consolidated financial statements, Article 4 of Regulation (EC) No 1606/2002. The audited consolidated financial statements of the New Issuer as of and for the year ended 31 December 2018 are set out on pages 134 to 257 of the New Issuer's annual report for that year which may be found at: http://www.evraz.com/upload/iblock/520/EVRAZ_AR18_final_spreads.pdf.
For further information:
Investor Relations:
Irina Bakhturina
Director, Investor Relations
London: +44 207 832 8990
Moscow: +7 495 232 1370
[email protected]
