Thank you for subscribing
You have successfully unsubscribed from Severstal news
Please specify your subscription setting:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A “U.S. PERSON”)) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE “OFFER AND DISTRIBUTION RESTRICTIONS”).
ОАО Severstal (“Severstal”, the “Company”) (MICEX: CHMF; LSE: SVST), one of the world’s leading vertically integrated steel and steel-related mining companies, announces today that the offer made by Steel Capital S.A. (the “Offeror”), a special purpose vehicle established for the purpose of issuing of debt instruments for financing loans to Severstal, to holders of its USD500,000,000 6.25% Loan Participation Notes due 2016 (ISIN: XS0648402583) (the “2016 Notes”) and the USD1,000,000,000 6.70% Loan Participation Notes due 2017 (ISIN: XS0551315384) (the “2017 Notes” and together with the 2016 Notes, the “Notes”) to tender their Notes for purchase by the Offeror for cash in a Modified Dutch Auction (each such invitation, an “Offer” and, together, the “Offers”) expired at 4.00pm London time on Tuesday 13 May. The Offeror, in conjunction with Severstal, has accepted for purchase, subject to satisfaction of the conditions set out in the Offers documents, an aggregate principal amount of USD72,242,000 of the 2016 Notes and USD216,127,000 of the 2017 Notes, resulting in an approximate aggregate principal amount of USD427,758,000 of the 2016 Notes remaining outstanding, and an approximate aggregate principal amount of USD783,873,000 of the 2017 Notes remaining outstanding. The Purchase Price for the 2016 Notes was set at USD1,042.50 per USD1,000 principal amount of 2016 Notes (and the Purchase Price for the 2017 Notes was set at USD1,065 per USD1,000 principal amount of 2017 Notes.
Severstal Investor Relations Vladimir Zaluzhsky T: +7 495 926 7766
Severstal Public Relations Elena Kovaleva T: +7 (495) 926-77-66
ОАО Severstal is one of the world’s leading vertically integrated steel and steel related mining companies, with assets in Russia, the USA, Ukraine, Latvia, Poland, Italy and Liberia. Severstal is listed on MICEX and the company’s GDRs are traded on the LSE. Severstal reported revenue of $13,312 million and EBITDA of $2,063 million in 2013. Severstal’s crude steel production in 2013 reached 15.7 million tonnes. www.severstal.com
OFFER AND DISTRIBUTION RESTRICTIONS THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
The Offers were not made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the
Each holder of Notes participating in an Offer has represented (and is deemed to continue to represent) that it is not a U.S. Person, is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers was not made, and will not be made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the
The Offers were not made, and will not be made, directly or indirectly, to the public in the
Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers have not been and will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Offers have been and will be carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders, were able tender some or all of their Notes pursuant to the Offers only through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted or registered with the Central Bank of Russia. The Offers was not and will not be made in Russia by way of a public offering. Accordingly, the Offers may not be advertised and the Offers were not and will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers has been or will be distributed or made available, directly or indirectly, to any persons in Russia other than persons who are qualified investors within the meaning of Article 51.2 of the Securities Market Law, unless and to the extent they are otherwise permitted to access such information under Russian law.
The Offers did not and do not constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.