EVRAZ plc (“EVRAZ”, the “Company” and together with its subsidiaries, the "Group") announces today that it has signed an agreement to dispose of the entire issued share capital of its fully owned subsidiary Joint Stock Company EVRAZ Nakhodka Trade Sea Port (the “Nakhodka Port”) to its majority shareholder Lanebrook Limited (“Lanebrook”) for consideration of US$354.4 million (the “Transaction”). As part of the Transaction, the Company and Nakhodka Port have also entered into a transhipment agreement (the "Transhipment Agreement"), pursuant to which the Group has agreed to supply and Nakhodka Port has agreed to tranship cargoes of coal and metals in specified volumes and at specified tariffs for a period of five years.
· Financially and strategically attractive transaction enabling EVRAZ to further optimise its asset portfolio and focus on its core business by divesting a non-core asset and realising value for it today.
· The consideration of US$354.4 million (which is comprised of $339.7 million in respect of the sale of the shares of Nakhodka Port, the repayment of debt net of working capital adjustments and the payment of dividends from the Nakhodka Port to the Group) will generate US$295 million of net proceeds for EVRAZ (after deductions of applicable taxes, transaction fees and other related costs). The Transaction proceeds will principally be applied to reduce the outstanding indebtedness of the Company, thereby improving its overall financial position by reducing leverage.
· The Transaction removes the medium-term risks to EVRAZ of owning a stevedoring company, including the market risks associated with the potential over-supply of stevedoring capacities in the Far East of Russia as a result of new projects being implemented over the next several years as announced by several industry players, the costs of ensuring compliance with environmental requirements, and the exposure to potential capital expenditure costs to upgrade Nakhodka Port’s equipment.
· The Transhipment Agreement secures the continuity of transhipment services provided by the Nakhodka Port to EVRAZ for the next five years.
As a result of Lanebrook’s 63.79 per cent. holding in EVRAZ, Lanebrook is considered a related party and the Transaction has been classified as a related party transaction and a Class 2 transaction for the purposes of the UK Listing Rules (the “Listing Rules”). Accordingly, the Transaction is subject to approval by the Company's independent shareholders at a general meeting, which will take place on 23 May 2017.
Completion of the Transaction is expected to occur by 15 June 2017.
Sir Michael Peat, Senior Independent Non-Executive Director of EVRAZ, said:
“The independent directors of EVRAZ unanimously believe the strategic rationale for the disposal of the Nakhodka Port is compelling, allowing for the realisation of value for the port now, whilst at the same time securing transhipment capacity for the Company for the next five years. The independent directors believe this Transaction will be financially beneficial to EVRAZ, enabling the Company to continue making further progress with its focus on reducing indebtedness.”
Information on the Nakhodka Port
The Nakhodka Port is one of the largest stevedoring companies in the Far East of Russia, which is connected to all points of the Eurasian continent by rail, assisting in both directions in the flow of goods between Asia and Europe. EVRAZ acquired 91% of its share capital in 2003, with the remainder acquired in 2007. The port has a daily capacity to unload up to 500 rail wagons containing various cargoes, and in the year ended 31 December 2016 the port handled approximately 10 million tons of cargo.
The port's main customers are EVRAZ and Sibuglemet. For the year ended 31 December 2016, the EVRAZ Group accounted for approximately 66 per cent. and Sibuglemet accounted for approximately 22 per cent. of the Nakhodka Port's total throughput. For the year ended 31 December 2016, the Nakhodka Port had gross assets of US$50.3 million and net income of US$44.5 million.
The following individuals are deemed by the Company to be key to the operation of the Nakhodka Port:
Chief Executive Officer
Finance and Economics Director
Information on Lanebrook, the related party transaction and General Meeting
As at 28 April 2017 (the latest practicable date prior to this announcement), Lanebrook controlled 63.79 per cent. of the ordinary shares of the Company and accordingly is considered a related party under the Listing Rules.
In addition, the Company’s Directors, Alexander Abramov, Alexander Frolov and Eugene Shvidler (together, the "Related Party Directors") are also shareholders of Lanebrook, through which they are the ultimate beneficial holders of 21.38 per cent., 10.68 per cent. and 3.09 per cent. respectively of the ordinary shares in the Company as at 28 April 2017 (the latest practicable date prior to this announcement).
Accordingly, as a result of being classified as a related party transaction under the Listing Rules, the Transaction is subject to, and conditional upon, the approval of the Company’s shareholders excluding Lanebrook and the Related Party Directors (the “Independent Shareholders”) at the General Meeting that will be held on 23 May 2017 at 10 a.m. at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ. Notice of the General Meeting and the Form of Proxy will be sent to the Company’s shareholders today, 3 May 2017. Lanebrook, the Related Party Directors and their respective associates are not permitted to vote at the General Meeting in relation to the Transaction.
The board of directors of the Company (the "Board"), which has been so advised by Morgan Stanley & Co. International plc ("Morgan Stanley"), acting in its capacity as sponsor, considers that the terms of the Transaction are fair and reasonable as far as the Company’s shareholders are concerned. In giving its advice, Morgan Stanley has taken account of the Board's commercial assessment of the Transaction.
The Board considers the Transaction to be in the best interests of the Company’s shareholders as a whole. Accordingly, the Board recommends that the Independent Shareholders vote in favour of the ordinary resolution, as each of the Directors (save for the Related Party Directors who, in accordance with the Listing Rules, have not taken part in the Board's consideration of this matter) intends to do in respect of their own entire legal and beneficial holdings.
For further information:
Director, External Communications
London: +44 207 832 8998 Moscow: +7 495 937 6871
Director, Investor Relations
London: +44 207 832 8990 Moscow: +7 495 232 1370
Morgan Stanley (Financial Advisor/ Sponsor/ Corporate Broker)
Andrew Foster +44(0) 207 425 8000
Morgan Stanley, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting as sponsor and joint financial adviser to EVRAZ plc and no one else in connection with the Transaction. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than EVRAZ plc for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Transaction, the contents of this document or any matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed upon Morgan Stanley or Bank of America Merrill Lynch (“BofA Merrill Lynch”) by the FSMA or the regulatory regime established thereunder, Morgan Stanley and BofA Merrill Lynch do not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by them, or on their behalf, in connection with the Company and the Transaction, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Morgan Stanley and BofA Merrill Lynch accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which either of them might otherwise have in respect of this document or any such statement.
This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. These forward looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "expects", "intends" or "will" or, in each case, their negative or other variations or comparable terminology.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
Forward-looking statements contained in this announcement apply only as at the date of this announcement. To the extent required by the Listing Rules, the Transparency Rules (being those made under Part 6 of the Financial Services and Markets Act 2000, as amended, and as set out in the FCA's Handbook), the Disclosure Requirements (being the requirements of articles 17, 18 and 19 of the EU Market Abuse Regulation) and any other applicable regulations, the Company will update or revise the information in this announcement. Otherwise, the Company undertakes no obligation publicly to update or revise any forward looking statement, whether as a result of new information, future developments or otherwise.