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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Evraz Plc | LSE:EVR | London | Ordinary Share | GB00B71N6K86 | ORD USD0.05 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 82.68 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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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