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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.
Publication of Final Terms
The following Final Terms are available for viewing:
Moscow, Russia - 12 September 2019 - PAO Severstal hereby informs that the Final Terms were executed on 12 September 2019 in relation to the forthcoming issuance by, but with limited recourse to, Steel Capital S.A., incorporated under the laws of Luxembourg as a société anonyme, of US$800,000,000 3.15% Notes due 2024 for the sole purpose of financing a US$800,000,000 3.15% five-year loan to PAO Severstal (the "Notes") under the US$4,500,000,000 Programme for the issuance of loan-participation notes. The Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus dated 3 September 2019 relating to the Programme (the "Base Prospectus"), which constitutes a base prospectus for the purposes of the Regulation (EU) 2017/1129. Full information on Steel Capital S.A., PAO Severstal and the offer of the Notes is available only on the basis of the combination of the Final Terms and the Base Prospectus.
Copies of the Final Terms and Base Prospectus will be available for inspection at https://www.ise.ie/Market-Data-Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security-Documents/?progID=600&FIELDSORT=docId
For further information, please contact:
Severstal Investor Relations
Tel: +7 (495) 926 7766
Severstal Public Relations
Tel: +7 (495) 926 7766
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 are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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 toqualified 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) if in the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 or (2) persons who are outside the United Kingdom or (3) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (4) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (5) 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.
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.