Re Consent Solicitation
U.S.$750,000,000 8.25% Guaranteed Notes due 2015 issued by Evraz Group S.A. and unconditionally and irrevocably guaranteed without limitation for amount by Mastercroft Limited (ISIN: XS0234987153/US30050AAA16, CUSIP:30050AAA1) (the “Notes”) of which U.S.$576,700,000 in principal amount remains outstanding
On 14 November 2012, Evraz Group S.A. (“Evraz” or the “Company”) announced a proposal to remove a covenant in the Notes by way of consent solicitation (the “Consent Solicitation”) as set out in a solicitation memorandum dated 14 November 2012 (the “Solicitation Memorandum”).
The terms of the Consent Solicitation as set out in the Solicitation Memorandum are hereby amended such that the Instruction Fee applicable to the period following the Early Instruction Deadline but prior to the Late Instruction Deadline shall be increased to the same amount as the Instruction Fee for the period prior to the Early Instruction Deadline.
All Holders of the Notes who deliver voting instructions in favour of the Extraordinary Resolution prior to the Late Instruction Deadline, and do not revoke such instructions, shall be eligible to receive an amount of U.S.$4.50 per U.S.$1,000 in principal amount of the Notes which are the subject of such instructions, subject to the Extraordinary Resolution being duly passed.
All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Solicitation Memorandum.
An indicative timetable is set out below.
Launch of Consent Solicitation 14 November 2012
Early Instruction Deadline 4.00 p.m. on 5 December 2012
Late Instruction Deadline: 2.00 p.m. on 7 December 2012
Time and date of meeting: 2.00 p.m. on 10 December 2012
All references are to London time unless specified otherwise.
Holders of the Notes should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in this Solicitation Memorandum and, if so, should follow those deadlines.
Holders of the Notes are advised to read carefully the Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation, including details of the fees referred to above. J.P. Morgan Securities plc and Deutsche Bank AG, London Branch are acting as Joint Solicitation Agents and The Bank of New York Mellon, London Branch is acting as Tabulation Agent.
Requests for all information in relation to the Consent Solicitation, including requests by holders of Notes for copies of the Solicitation Memorandum, should be directed to:
The Joint Solicitation Agents
Deutsche Bank AG, London Branch
1 Great Winchester Street
London EC2N 2DB
Telephone: +44 20 7545 8011
Attention: Liability Management Group
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Telephone: +44 20 7134 3414
Attention: Liability Management
The Tabulation Agent
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
Email: firstname.lastname@example.org (general enquiries relating to the Meeting)
Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com (enquiries regarding DTC Instructions)
All requests for information in relation to voting procedures should be directed to the Tabulation Agent.