Closing and issuance of loan notes

27 July 2011, Moscow, Russia – Steel Capital S.A. announced today the successful closing and issuance of its US$500,000,000 6.25% loan participation notes due 2016 (the “Notes”) under its US$3,000,000,000 Loan Participation Note Programme. The Notes have been issued for the sole purpose of financing a loan to OAO Severstal. The Notes are expected to be admitted to trading on the Main Market of the London Stock Exchange on Wednesday, 27 July 2011. The Issuer has on-lent the proceeds from the issue of the Notes to Severstal. Severstal intends to apply the borrowed funds primarily for the refinancing of its indebtedness under domestic bonds in the total amount of RUR15 billion due in September 2011, and for other general corporate purposes.

 

DISCLAIMER

 

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States of America, Canada, Japan or Australia.

 

This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any states of the United States and the District of Columbia).  This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States of America. Securities may not be offered or sold in the United States of America or to, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities mentioned herein have not been, and will not be, registered under the Securities Act. There will be no public offering of securities in the United States of America.

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments and who are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within article 49(2) of the Order and (iii) any other persons to whom this announcement may otherwise lawfully be directed (all such persons being together referred to as "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

This announcement is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering of the Notes in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. The Notes have not been and will not be registered in Russia or admitted to public placement and/or public circulation in Russia. The Notes are not intended for “offering”, “placement” or “circulation” in Russia (each as defined in Russian securities laws).