NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT LEGAL INFORMATION AT THE END OF THE PRESS RELEASE.
18 March 2019
Intended sale of existing ordinary shares of EVRAZ plc
EVRAZ plc ("EVRAZ" or the "Company") announces that Greenleas International Holdings Ltd., Abiglaze Limited, Crosland Global Limited, and Toshi Holdings Ltd., (together, the "Sellers") have notified EVRAZ of their intention to offer for sale approximately 25.4 million existing ordinary shares of the Company, representing approximately 1.8% of the total number of voting rights attaching to the ordinary shares of the Company (the "Placing"). Of the shares offered for sale, it is expected that approximately 45.25% will be sold by Greenleas International Holdings Ltd.; 33.35% will be sold by Abiglaze Limited; 16.65% will be sold by Crosland Global Limited; and 4.75% will be sold by Toshi Holdings Ltd.
Mr. Roman Abramovich has an indirect economic interest in the shares of the Company held by Greenleas International Holdings Ltd.; Mr. Alexander Abramov, Non-Executive Chairman of the Company, has an indirect economic interest in the shares of the Company held by Abiglaze Limited; Mr. Alexander Frolov, Chief Executive Officer of the Company, has an indirect economic interest in the shares of the Company held by Crosland Global Limited; and Mr. Eugene Shvidler, Non-Executive Director of the Company, has an indirect economic interest in the shares of the Company held by Toshi Holdings Ltd.
Following completion of the Placing, the Sellers will be subject to a lock-up of 60 days, with customary exceptions, in respect of their remaining shareholding in the Company.
The Placing will take place via an accelerated bookbuild. Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and UBS Europe SE have been appointed as Joint Global Coordinators and Joint Bookrunners (the "Banks") in respect of the Placing. The books for the Placing will open with immediate effect. The timing of the closing of the books will be at the absolute discretion of the Banks and the Sellers.
EVRAZ is not a party to the transaction and will not receive any proceeds from the Placing.
For further information, please contact:
Tel: +7 495 232 1370
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT ("FSMA") 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or invitation is unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent
registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or
other jurisdiction of the United States. There will be no public offering of securities in the United States, any member state of the EEA or elsewhere.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, South Africa, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South Africa Australian or Japanese securities laws or any jurisdiction into which the publication or distribution would be unlawful.
The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, the Banks, or any of their respective affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Banks to inform themselves about and to observe any such restrictions.
The Banks are only acting for the Sellers in connection with the Placing, and no one else, and will not be responsible to anyone other than to the Sellers for providing the protections offered to clients of the Banks, nor will the Banks nor any of their respective affiliates be responsible for providing advice in relation to the Placing or the contents of this announcement. The banks and/or their respective affiliates may participate in the share sale on a proprietary basis. The Banks are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.
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 the Banks or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No prospectus or offering document has been or will be prepared in connection with the offering. Any investment decision to buy securities in the share sale must be made solely on the basis of publicly available information which has not been independently verified by the Banks, any of their respective affiliate or agents, or the Sellers. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company group's website is incorporated in, or forms part of, this announcement.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.