OREANDA-NEWS.  Evraz Group S.A. (the "Company") has today launched invitations to holders (the “Noteholders”) of the outstanding U.S.$600,000,000 7.40% Notes due 24 April 2017 (ISIN: XS0652913558; Common Code: 065291355) (the “2017 Notes”), (ii) U.S.$700,000,000 9.50% Notes due 24 April 2018 (ISIN: XS0359381331; Common Code: 035938133) (the “First 2018 Notes”), (iii) U.S.$850,000,000 6.75% Notes due 27 April 2018 (ISIN: XS0618905219; Common Code: 061890521) (the “Second 2018 Notes”), in each case issued by the Company, and (iv) U.S.$400,000,000 7.75% Loan Participation Notes due 27 April 2017 (ISIN: XS0772835285; Common Code: 077283528) issued by Raspadskaya Securities Limited (the “Raspadskaya 2017 Notes”, and together with the 2017 Notes, the First 2018 Notes and the Second 2018 Notes, the “Notes”, and any of them, an “Issue”), subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 1 June 2016 (as it may be amended or supplemented from time to time, the “Tender Offer Memorandum”), to tender for purchase for cash any and all of the outstanding Notes, in accordance with the procedures described therein. The invitations to tender the Notes for purchase are referred to herein as the “Tender Offers”, and each and any of them, a “Tender Offer”.

Summary of the Tender Offers

Description of the Notes

Outstanding Principal Amount*

ISIN / Common Code (Reg S)

Minimum Denomination

Purchase Price

Amount subject to the Tender Offers

U.S.$600,000,000 7.40% Notes due 24 April 2017 issued by the Company

U.S.$249,512,000

ISIN: XS0652913558; Common Code: 065291355

U.S.$200,000 and integral multiples of U.S.$1,000 thereafter

U.S.$1,050.00 per U.S.$1,000 in principal amount of the 2017 Notes

Any and all

U.S.$700,000,000 9.50% Notes due 24 April 2018 issued by the Company

U.S.$323,325,000

ISIN: XS0359381331; Common Code: 035938133

U.S.$100,000 and integral multiples of U.S.$1,000 thereafter

U.S.$1,088.75  per U.S.$1,000 in principal amount of the First 2018 Notes

Any and all

U.S.$850,000,000 6.75% Notes due 27 April 2018 issued  by the Company

U.S.$607,728,000

ISIN: XS0618905219; Common Code: 061890521

U.S.$200,000 and integral multiples of U.S.$1,000 thereafter

U.S.$1,032.50 per U.S.$1,000 in principal amount of the Second 2018 Notes

Any and all

U.S.$400,000,000 7.75% Loan Participation Notes due 27 April 2017 issued by Raspadskaya Securities Limited

U.S.$40,173,000

ISIN: XS0772835285; Common Code: 077283528

U.S.$200,000 and integral multiples of U.S.$1,000

U.S.$1,050.00 per U.S.$1,000 in principal amount of the Raspadskaya 2017 Notes

Any and all

 

* Notes that are currently held by the Company and/or its subsidiaries are not considered “outstanding” for purposes of this table

 

Rationale for the Tender Offers

The Company is a holding company which, together with its consolidated subsidiaries, is hereafter referred to as the “Group”. The purpose of the Tender Offers is to acquire, a principal amount of the outstanding Notes that, provided that the Financing Condition is satisfied, will be funded by the issuance of the New Notes that would have the effect of extending the maturity profile of a portion of the Group’s indebtedness.

Purchase Price and Accrued Interest

Noteholders that validly tender their Notes at or prior to the Expiration Deadline (providing such tender is received by the Information and Tender Agent at or prior to the Expiration Deadline), if the Company accepts the tender of such Notes, will be paid (subject to the conditions described herein):

•          the applicable Purchase Price; and

•          an amount in cash in U.S. dollars equal to the Accrued Interest Amount up to but excluding the Payment Date (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent).

Acceptance of Tendered Notes

The Company intends to accept for payment on the Expiration Deadline any and all validly tendered Notes. The Company reserves the right, in its sole and absolute discretion, not to purchase any Notes or not to purchase any Notes of a particular Issue or Issues, subject to applicable law. The Company may, in its sole discretion, extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate any or all of the Tender Offers, as provided in the Tender Offer Memorandum. For the avoidance of doubt, any such extension, re-opening, amendment, withdrawal or termination in respect of any or some but not all of the Tender Offers does not affect the other Tender Offer(s).

Conditions to the Tender Offers

The completion of the Tender Offers is subject to, among other things, the conditions to the Tender Offers, including, in particular, the settlement of the issue by the Company of new unsecured and unsubordinated notes, on terms and conditions satisfactory to the Company, (the “New Notes”) on or prior to the Payment Date (the “Financing Condition”). See “Conditions to the Tender Offers” in the Tender Offer Memorandum for more information.

Notes that are not successfully tendered for purchase pursuant to the Tender Offers and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.

Allocation of the New Notes

When allocating the New Notes to investors, the Company, among other factors, intends to look favourably upon the investors that have validly tendered or indicated a firm intention to tender their Notes pursuant to the Tender Offers.

Expected Timetable of Events

The times and dates below are indicative only.

Date

Calendar Date and/or Time

Event

Commencement Date

1 June 2016

Commencement of the Tender Offers upon the terms and subject to the conditions set forth in this Tender Offer Memorandum.

Expiration Deadline

2:00 pm (CET) on 9 June 2016, unless extended or earlier terminated by the Company. In the case of an extension, the Expiration Deadline will be such other date and time as so extended.

The last time for Noteholders to tender Notes pursuant to the Tender Offers (subject to such tender being validly received by the Information and Tender Agent before such time). If a broker, dealer, bank, custodian, trust company or other nominee or other intermediary holds Notes of any Noteholder, such intermediary may have earlier deadlines for accepting the Tender Offers at or prior to the Expiration Deadline. Each Noteholder should promptly contact the broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines.
   

As soon as practicable after the Expiration Deadline (the “Results Announcement Date”), the Company will announce whether the Financing Condition is expected to be satisfied and if so, the results of the Tender Offers, and the aggregate principal amount of Notes that will remain outstanding following completion of the Tender Offers.

Payment Date

A date promptly following the Expiration Deadline and is expected to be on or about 17 June 2016.

Subject to the satisfaction or waiver of the Financing Condition, the day that Noteholders will be paid the applicable Purchase Price and the Accrued Interest Amount, in the case of Notes (i) validly tendered at or prior to the Expiration Deadline (subject to such tender being validly received by the Information and Tender Agent before the Expiration Deadline) and (ii) accepted for purchase by the Company.