Announcement of proposed return of up to us$375 million to shareholders by way of a tender offer
1 April 2015
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ANNOUNCEMENT OF PROPOSED RETURN OF UP TO US$375 MILLION TO SHAREHOLDERS
BY WAY OF A TENDER OFFER
EVRAZ plc (“EVRAZ” or the “Company”) today announces that it intends to make a return of capital to its shareholders of up to US$375 million by way of a tender offer (the “Tender Offer”). In the Company’s results for the financial year ended 31 December 2014 (released today) the Board noted the positive financial performance of the EVRAZ Group and improved business prospects for 2015. In view of strong positive cash flow and the liquidity to service debt and meet 2015 maturities, as well as the reduced 2016 debt redemption requirement, the Board is announcing the Tender Offer. The Board is satisfied that this is consistent with its continuing commitment to further reductions in the Company’s EBITDA net leverage. The Tender Offer is subject to the approval of the Company's shareholders, which will be sought at a General Meeting to be held on 17 April 2015 (the “General Meeting”).
Key elements of the Tender Offer are:
● US$375 million available to be returned to Qualifying Shareholders via the purchase of a maximum of 120,967,742 Ordinary Shares (the “Tender Offer Shares”) at a tender price of $3.10 per Ordinary Share (the “Tender Price”).
● The Tender Offer Shares will represent a maximum of approximately 8.0 per cent of the issued share capital of the Company as at 31 March 2015.
● The Tender Price represents a 10.0 per cent premium to the closing price on 31 March 2015.
● A currency election facility will allow Qualifying Shareholders to elect to receive the cash consideration for any successfully tendered Ordinary Shares in U.S. Dollars or Pounds Sterling.
● The closing time and date is 3:00 p.m. (London time) on 17 April 2015, with the proceeds of the Tender Offer expected to be despatched to shareholders by 23 April 2015.
A circular dated 1 April 2015 (the “Circular”), containing the full terms and conditions of the Tender Offer, including instructions to Qualifying Shareholders on how to tender their Ordinary Shares should they choose to do so, together with a Tender Form and details of the General Meeting, will be posted to Qualifying Shareholders today.
The Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
A copy of the Circular is now also available to view on the Company’s website.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Morgan Stanley & Co. International plc (“Morgan Stanley”) acquiring, as principal, the successfully tendered Ordinary Shares at the Tender Price. In turn, Morgan Stanley has the right to require the Company to purchase such Ordinary Shares from it at the same price under the tender offer and option agreement entered into between the Company and Morgan Stanley on 1 April 2015 (the "Option Agreement"). If Morgan Stanley does not exercise its right to require the Company to purchase such Ordinary Shares, the Company has the right to require Morgan Stanley to sell such Ordinary Shares to it at the same price. The Company intends to hold any Ordinary Shares repurchased under the Option Agreement in treasury.
As at the date of the Circular, it is proposed that a maximum of 120,967,742 Ordinary Shares be purchased at the Tender Price under the Tender Offer, representing approximately 8.0 per cent of the Company's issued share capital as at 31 March 2015, the latest practicable date for such determination prior to the publication of the Circular, for a maximum aggregate consideration of US$375 million.
Shareholders can decide how many (if any) of their Ordinary Shares they wish to tender in the Tender Offer, up to a maximum of 8.03 per cent of their shareholding calculated as at the time the Tender Offer closes.
Number of Ordinary Shares to be purchased
If the aggregate value at the Tender Price of all validly tendered Ordinary Shares is between US$187.5 million and US$375 million, then all Ordinary Shares validly tendered will be purchased at the Tender Price.
All successfully tendered Ordinary Shares will be purchased free of commission and dealing charges.
The Company reserves the right at any time prior to the announcement of the results of the Tender Offer, with the prior consent of Morgan Stanley, to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. The Company shall notify shareholders promptly by public announcement of any revision, change or extension of the period during which the Tender Offer is open.
Circumstances in which the Tender Offer may not proceed
The Tender Offer is conditional on, among other things, approval of the Company's shareholders at the General Meeting to be held at 11:30 a.m. on 17 April 2015 at Linklaters LLP, One Silk Street, London EC2Y 8HQ.
The Tender Offer is also conditional on, among other things, the passing of the Tender Offer Resolution as set out in the Notice of General Meeting and receipt of valid tenders in respect of at least 60,483,871 Ordinary Shares (representing approximately 4.0 per cent. of the Company's issued share capital as at 31 March 2015, being the latest practicable date prior to the publication of the Circular) by 3.00 p.m. (London time) on 17 April 2015 and the satisfaction or waiver of the other conditions specified in the Circular. These include there not arising any material adverse change or certain other force majeure events prior to the closing of the Tender Offer.
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in the Circular and this announcement should be read in conjunction with the full text of the Circular.
● Tender Offer opens: 1 April 2015
● Last time and date for receipt of Forms of Proxy: 11:30 a.m. on 15 April 2015
● General Meeting of the Company to approve the Tender Offer: 11:30 a.m. on 17 April
● Announcement of results of the General Meeting: 17 April 2015
● Latest time and date for receipt of Tender Forms and share certificates in relation to the Tender Offer (i.e. close of Tender Offer): 3:00 p.m. on 17 April 2015
● Latest time and date for receipt of TTE Instructions in relation to the Tender Offer (i.e. close of the Tender Offer): 3:00 p.m. on 17 April 2015
● Tender Offer Record Date: 5:00 p.m. on 17 April 2015
● Announcement of results of the Tender Offer: 7:00 a.m. on 20 April 2015
● Purchase of Ordinary Shares under the Tender Offer: 20 April 2015
● CREST accounts credited for revised, uncertificated holdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares): by 22 April 2015
● CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares: by 22 April 2015
● Despatch of cheques in respect of Tender Offer proceeds for certificated Ordinary Shares: by 23 April 2015
● Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares: by 23 April 2015
● Despatch of balancing share certificates (in respect of certificated Ordinary Shares) for revised, certificated holdings in the case of partially successful tenders: by 23 April 2015
Recommendation and Directors' Intentions
Although the Board believes that the return of cash by means of the Tender Offer is in the best interests of the Company's shareholders as a whole and has approved the Tender Offer, the Board is not making a recommendation to shareholders in relation to participation in the Tender Offer itself. Whether or not the Company's shareholders decide to tender all or any of their Ordinary Shares will depend, among other things, on such holder’s view of the Company's prospects and their own individual circumstances, including their tax position. Qualifying Shareholders should make their own decision in respect of participation in the Tender Offer and are recommended to consult their duly authorised independent advisers.
If Shareholders have any questions about the procedure for tendering Ordinary Shares or making a TTE Instruction or want help filling in the Tender Form, they should telephone the Shareholder Helpline on 0870 873 5848 (from inside the UK) and +44 870 873 5848 (from outside the UK). The Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays) and will remain open until 17 April 2015. Please note that calls to these numbers may be monitored or recorded. Calls to +44 870 873 5848 are charged at 12 pence per minute from a BT Landline. Other service providers' costs may vary. Calls to +44 870 873 5848 from outside the UK are charged at applicable international rates.
Different charges may apply to calls made from mobile telephones.
Please note that for legal reasons the Shareholder Helpline will only be able to provide information contained in the Circular and the accompanying Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice.
Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular published by the Company on 1 April 2015.
For further information, please contact:
London: +44 207 832 8998 Moscow: +7 495 937 6871
London: +44 207 832 8990 Moscow: +7 495 232 1370
Morgan Stanley (Corporate Broker):
Tel: + 44 (0) 20 7425 8000
The full terms and conditions of the Tender Offer are set out in the Circular, which should be read in full in conjunction with this announcement.
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read the paragraph headed "Overseas Shareholders" set out in Part II of the Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements.
The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mail, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and email) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where the release of this announcement into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction ("Restricted Jurisdictions") and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no-one else as broker in connection with the Tender Offer and Morgan Stanley, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any person other than the Company for providing the protections afforded to their clients, or for providing advice in relation to the Tender Offer or any other matters or arrangements referred to or contained in the Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley by FSMA or the regulatory regime established thereunder, Morgan Stanley does not accept any responsibility or liability whatsoever nor make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Tender Offer or the Circular. Each of Morgan Stanley, its affiliates and their respective directors, officers, employees and agents accordingly disclaims all and any liability or responsibility, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Morgan Stanley assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
This announcement does not constitute or form party of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Tender Offer is made only pursuant to the Circular and the related Tender Form with respect to the Ordinary Shares. The Tender Offer is not being made to holders of Ordinary Shares residing in any jurisdiction in which the making of the Tender Offer would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, "blue sky", or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Morgan Stanley by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
The Tender Offer relates to securities of a non-U.S. company that is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law and the Listing Rules. The Tender Offer is not subject to or is exempt from the disclosure and procedural requirements of Regulation 14D or Rule 14e-1 of Regulation 14E under the Exchange Act. The Tender Offer will be made in the United States in accordance with other requirements of Regulation 14E under the Exchange Act to the extent applicable. U.S. Shareholders should note that the Ordinary Shares are not listed on a U.S. securities exchange and the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Morgan Stanley, or any of their affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by Morgan Stanley acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the Exchange Act by virtue of Rule 14e-5(b)(10), such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules. Any information about such purchases will be disclosed as required in the UK and, if required, will be reported via the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.
Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or passed upon the adequacy of the information contained in the Circular. Any representation to the contrary is a criminal offence in the United States.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.