NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS.
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS ANNOUNCEMENT ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
11 August 2022
ANNOUNCEMENT OF THE RESULTS OF THE CONSENT SOLICITATION
Programme for the Issuance of Loan Participation Notes issued by Steel Capital S.A. (the "Issuer") for the purpose of funding loans to Severstal (the "Programme")
U.S.$750,000,000 in aggregate principal amount of 5.90 per cent. Series 3 Loan Participation Notes due 2022 issued by the Issuer pursuant to the Programme on 15 October 2012 for the purpose of funding a U.S.$750,000,000 loan to Severstal
of which U.S.$ 634,051,000 is currently outstanding
ISINs: XS0841671000; US85805RAB42 (the "Notes")
Reference is made to the launch announcement dated 13 July 2022 (the "Launch Announcement") and extension notice dated 8 August 2022 relating to the Notes and published by Severstal. Terms defined in the Launch Announcement shall have the same meaning herein.
Severstal hereby announces the results of soliciting consents of the holders of the Notes (the "Noteholders") to the proposals (the "Proposals") included in the Launch Announcement and the written resolution related thereto (the "Written Resolution").
Severstal hereby gives notice that it received confirmation from the tabulation agent today that holders of more than two thirds in principal amount of the Notes outstanding at the time have consented to the Proposals set out in Part A and Part B of the Written Resolution and, accordingly, the Proposals set out in both Part A and Part B of the Written Resolution have become effective and binding on all Noteholders, and the solicitation of consents is therefore completed.
Pursuant to the Written Resolution, the Early Redemption Date for the Notes (together with the interest accrued and unpaid up to such date, including the April 2022 Coupon) shall be 29 August 2022 in each case in accordance with the terms of the Written Resolution.
The Noteholders holding the Notes as of 27 July 2022 through Russian National Settlement Depository or other Russian custodians will receive payment in Roubles via respective Russian custodians.
The Noteholders holding the Notes as of 27 July 2022 through foreign nominee holders and seeking to receive direct payments from Severstal in Roubles shall (i) contact Severstal at [email protected] to obtain the form of application for the direct payment and (ii) provide, by 18 August 2022, to Severstal the signed application accompanied or subsequently followed by (but in any event not later than 90 calendar days from the Early Redemption Date) the Proof of Holding as of 27 July 2022, the identification documents and the documents for tax purposes (all in Agreed Form), as set out in the Written Resolution (the “Payment CPs”). The relevant application shall contain one of the following: the details of an existing Rouble account with a Russian credit institution ("RUB Account"), an undertaking to provide the details of the RUB Account within 90 calendar days from the Early Redemption Date or authority granted to Severstal to open a Rouble account on the Noteholder(s) behalf or to the benefit of the Noteholder(s), subject to the requirements of the Russian laws. Direct payment will be made to a Noteholder on the Early Redemption Date (provided that such Noteholder delivers the Payment CPs to Severstal by 18 August 2022) or within 7 Russian business days following the date when the relevant Noteholder delivers the Payment CPs to Severstal.
Please contact Severstal at [email protected] or +7(495)9610195 (ext. 21521) with any questions or requests for clarifications with regard to the payments or the required documents.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by Severstal, the Issuer, the Trustee, the Principal Paying, Transfer Agent and Lecap to inform themselves about, and to observe, any such restrictions.
This announcement must be read in conjunction with the Written Resolution. This announcement and the Written Resolution contain important information which should be read carefully. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the adoption of the Written Resolution, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.
None of Severstal, the Issuer, the Trustee, the Principal Paying and Transfer Agent and Lecap or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Proposals and/or the Written Resolution.