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U.S.$750,000,000 8.25% Guaranteed Notes due 2015 issued by Evraz Group S.A. and unconditionally and irrevocably guaranteed without limitation for amount by Mastercroft Limited (ISIN: XS0234987153/US30050AAA16, CUSIP:30050AAA1) (the "Notes")
10 December 2012 - Evraz Group S.A. ("Evraz" or the "Company") formally announces today that it has successfully concluded its consent solicitation ("Consent Solicitation") with respect to the Notes.
The Company launched the Consent Solicitation on 14 November 2012 to seek the consent of the holders of the Notes to delete a covenant in the Notes (the "Proposal") as set out in a solicitation memorandum dated 14 November 2012 (the "Solicitation Memorandum").
At a duly convened and quorate meeting of the holders of the Notes held today, the extraordinary resolution proposed at the meeting, adopting the Proposal, was duly passed. Noteholders holding 85.16 per cent. of the Notes participated in the Consent Solicitation with 88.09 per cent. of such Noteholders voting in favour of the Proposal.
The Proposal is briefly summarised as follows:
(a) the covenant requiring Evraz to maintain the Net Leverage Ratio at or below a specified level shall no longer apply and shall be deleted; and
(b) the definitions of "Consolidated Net Indebtedness" and "Net Leverage Ratio" as contained in the Conditions shall be deleted.
Following the passing of the extraordinary resolution, none of the Issuer's outstanding series of notes contain a covenant requiring the Issuer to maintain a Net Leverage Ratio at or below a specified level. Accordingly, all of the outstanding series of notes issued by the Issuer, now contain market standard incurrence based limitation on indebtedness covenants.
All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Solicitation Memorandum.
With respect to the consent solicitation, J.P. Morgan Securities plc and Deutsche Bank AG, London Branch have acted as Joint Solicitation Agents and The Bank of New York Mellon, London Branch has acted as Tabulation Agent.
For further information:
VP, Corporate Communications
London: +44 207 832 8998 Moscow: +7 495 937 6871
London: +44 207 832 8990 Moscow: +7 495 232 1370
J.P. Morgan Securities plc, Deutsche Bank AG, London Branch and The Bank of New York Mellon, London Branch are acting exclusively for Evraz and no one else in connection with the Consent Solicitation. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients and will not be responsible to anyone other than Evraz for providing the protections afforded to their respective clients nor for giving advice in relation to the Consent Solicitation, the contents of this announcement or any transaction or arrangement referred to herein.
Evraz Group S.A. is a company incorporated and existing as a société anonyme under the laws of the Grand-Duchy of Luxembourg, having its registered office at 46A, Avenue John F. Kennedy, L-1855 Luxembourg and being registered with the Luxembourg register of commerce and companies under number B 105615.
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