| Corporate action description |
Event details
For the the full terms and conditions of the offer, please refer
To the offer document available on www.evraz.com.
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Terms of the offer:
Evraz group announced its intention to re-domicile to the united
Kingdom and list on the premium segment of the official list
The purpose of this offer is to exchange the shares in the
Luxembourg registered evraz group s.a. ('existing evraz') for
Shares in the uk registered evraz plc ('new evraz')
It is intended that the shares in new evraz will be listed on the
London stock exchange ('lse').
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New evraz has offered to acquire up to the entire issued and to
Be issued ordinary share capital of existing evraz, including
Those shares represented by global depositary receipts ('gdrs'),
In exchange for shares in new evraz. The directors of existing
Evraz have unanimously recommended the offer to their
shareholders
And gdr holders.
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For each existing evarz gdr tendered, you will receive 3 new
Evraz shares.
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No cash alternative is being offered in the offer.
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Conditions of the offer:
The conditions to completion of the offer include (amongst others)
. The 95 percent acceptance condition,
. The new evraz shares being admitted to the premium listing
Segment of the official list and being admitted to trading on the
Lse's main market for listed securities, and
. Governmental and regulatory approvals in relation to the offer
Having been received and remaining in full force and effect
.
New evraz may waive, in whole or in part, any of the above
Conditions.
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Cancellation fee:
No cancellation fee is payable by existing evraz gdr holders who
Exchange their gdrs for new evraz shares as the evraz group
Has agreed to pay the cancellation fee on their behalf
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Payment date:
On the date of admission of new evraz shares to the official list
And trading on the lse which is expected to be on 07/11/11,
Assuming the offer is unconditional by then.
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Withdrawal rights:
Instructions to accept are irrevocable.
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If you do not participate in the offer, you will continue to hold
Your existing evraz gdrs.
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Stamp duties (see offer document, appendix ii, 3)
. No uk stamp duties or sdrt will be payable as a result of
Accepting the offer (for first delivery of proceed shares),
Special rules apply to entities involved in clearance services
(see offer document).
.
. Euroclear bank clients can elect to receive their new evraz
Shares in a 0.5 percent sdrt account (represented by isin
Gb00b71n6k86) or in a 1.5 percent sdrt account (represented by
Common code: to be announced), depending of the sdrt regime in
Which you want to hold these securities.
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Tax:
Euroclear bank is currently investigating whether the stamp duty
Reserve tax (sdrt) will apply for the delivery of the new evraz
Shares in the euroclear crest account.
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For any other tax considerations, refer to the offer document
Available on www.evraz.com.
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Interim and special dividend:
Existing evraz declared an interim dividend and a special dividend
On 12/10/11. If you hold existing evraz shares or gdrs on the
Dividend record date (28/10/11), you will receive these
Dividends no later than 30 days after the dividend record date
You will be entitled to receive the dividends if you held
Your existing evraz gdrs on the dividend
Record date whether or not you transmit an instruction to accept
The offer before the dividend record date.
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Termination of dr:
Existing evraz gdrs will initially continue to be traded on the
Lse. However, if the offer becomes or is declared wholly
Unconditional, and sufficient acceptances under the offer are
Received and/or sufficient existing evraz shares (including
Those existing evraz shares represented by gdrs) are otherwise
Acquired, existing evraz intends to terminate the existing
Deposit agreement relating to the gdrs and apply for the
Cancellation of the listing of the gdrs on the official list and
For the cancellation of trading of the gdrs on the london stock
Exchange.
If the deposit agreement is terminated, the gdrs will be cancelled
And a cancellation fee of usd 0.05 per existing gdr will be
Incurred by holders of existing gdrs.
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Reduction of capital:
A proposal is made to reduce the nominal value of new evraz
Shares from usd 2 to usd 1 on 24/11/2011. This change is
Technical and does not effect the market value of new evraz shares
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Forms and certification:
None required.
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Legal restrictions:
The new evraz shares have not been and will not be registered
Under any of the applicable securities laws of australia,
Canada, japan, south africa, the united states or any other
Jurisdiction subject to certain exceptions, the
New evraz shares may not be offered
Or sold within australia, canada, japan or south africa to any
National, resident or citizen of australia, canada, japan or
South africa.
.
There are also restrictions for residents of the russian
Federation and taiwan.
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The offer is not being made, directly or indirectly, in, into or
From a jurisdiction where to do so would violate the laws in that
Jurisdiction, and the offer is not capable of acceptance
From or within any such jurisdiction.
.
For the full legal restrictions of the offer, refer to the
Offer document available on www.evraz.com.
.
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This corporate action notification does not constitute an offer
To sell or the solicitation of an offer to buy any securities by
Anyone in any jurisdiction.
It is not, and should not be construed or treated as, investment
Or financial advice. In providing this information, euroclear
Bank is not acting as agent of the issuer.
By sending an instruction to euroclear bank, you confirm that you
(and any beneficial owner(s) for whom you act) comply with the
Terms and conditions of the offer.
If no instruction is required via euroclear bank for this
Corporate action, you should ensure full compliance with the
Terms of the offer and the agent's requirements.
For more information please consult the links below
http://www.evraz.com/investor/share_exchange
_offer/index.php?confirmation_action=ACCEPT
http://ria.ru/company/20111017/462138166.html
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