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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 : 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The Total Consideration for each U.S.$1,000.00 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Offer on or prior to the Early Expiration Deadline and accepted for purchase will be equal to the Clearing Price, which Clearing Price will be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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