PAO Severstal Announces That Steel Capital S.A. Closes Issue of Loan Participation Notes

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES (OTHER THAN TO QIBs THAT ARE ALSO QPs, AS DEFINED BELOW), AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

 

PAO Severstal Announces That Steel Capital S.A. Closes Issue of Loan Participation Notes

27 February 2017, Moscow, Russia - PAO Severstal announced today the successful closing and issuance by Steel Capital S.A. of its US$500,000,000 3.85% loan participation notes due 2021 (the "Notes") under its US$4,500,000,000 Loan Participation Note Programme. The Notes have been issued for the sole purpose of financing a loan to PAO Severstal. The Notes are expected to be admitted to trading on the Main Securities Market of the Irish Stock Exchange from 27 February 2017.

The Issuer has on-lent the proceeds from the issue of the Notes to PAO Severstal. PAO Severstal intends to apply the borrowed funds primarily for general corporate purposes.

 

For further information, please contact:

Severstal Investor Relations

Vladimir Zaluzhsky

Evgeny Belov

Tel: +7 (495) 926 7766

 

Severstal Public Relations

Anastasia Mishanina

Vladimir Zaluzhsky

Tel: +7 (495) 926 7766

 

DISCLAIMER

This announcement is not for release or distribution or publication, directly or indirectly, in whole or in part in or into the United States, Australia, Canada, Japan, the Russian Federation or any other jurisdiction where to do so would be unlawful. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. The securities referred to herein have not been nor will they be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred, delivered or distributed, directly or indirectly, within the United States absent a registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the securities in the United States. The securities mentioned herein will only be offered for sale in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act that are also qualified purchasers ("QPs") as defined in Section 2(a)(51) of the US Investment Company Act of 1940, in reliance on Rule 144A or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and will only be offered for sale outside the United States to persons other than U.S. persons in reliance on Regulation S under the Securities Act.

This announcement is being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (3) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity to which the materials relate is only available to and will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

In member states of the European Economic Area, these materials are directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive"). This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive. 

This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained herein is intended only for persons who are "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.