TIDMEVR
RNS Number : 7184V
Evraz Plc
15 December 2021
EVRAZ plc
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR EQUIVALENT
DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE
ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN
RELATION TO THE MATTERS DESCRIBED IN THIS ANNOUNCEMENT IS EXPECTED
TO BE PUBLISHED SHORTLY
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 December 2021
Proposed demerger of PJSC Raspadskaya from EVRAZ plc
On 26 January 2021, EVRAZ plc ("EVRAZ" or the "Company" and,
together with its subsidiaries, the "EVRAZ Group") announced that
it was considering the strategic merits of, and possible structures
for, the potential demerger of its metallurgical coal assets
consolidated under PJSC Raspadskaya ("RASP" and, together with its
subsidiaries, the "RASP Group") (the "Demerger").
The board of EVRAZ (the "EVRAZ Board") and management of EVRAZ
have conducted a comprehensive review of the rationale and
feasibility of the Demerger and have now concluded that the
separation of the two businesses serves the long-term interests of
EVRAZ's shareholders, employees, clients and other
stakeholders.
EVRAZ today announces that definitive terms have been entered
into in relation to the Demerger, subject to, among other things,
approval of the Demerger and related matters by EVRAZ's
shareholders. A shareholder circular (the "Circular") in relation
to the Demerger has been submitted to the UK Financial Conduct
Authority (the "FCA") by the Company for approval. A further
announcement will be made once the Circular has been approved for
publication by the FCA, which is expected later today.
Demerger Rationale
The EVRAZ Board believes the separation of the two businesses
serves the long-term interests of EVRAZ's shareholders, employees,
clients and other stakeholders. The Demerger will result in the
creation of two distinct publicly listed businesses with leading
positions in their respective fields, and will allow each to pursue
tailored strategic, capital allocation and sustainability
objectives. In particular, the EVRAZ Board believes the Demerger
will benefit the stakeholders of the separate businesses in the
following areas:
-- Increased transparency over sustainability performance and
goals: Allowing each business to concentrate on its respective
sustainability priorities, enhancing accountability for
sustainability performance, and the definition and delivery of
future strategy;
-- Tailored capital allocation: Enabling each business to adopt
a capital allocation framework balancing its individual cash flow
profile, growth investment strategy and capital return
priorities;
-- Independent growth strategy for RASP: Allowing RASP to
independently implement its strategy and pursue growth
opportunities with dedicated financial and human resources; and
-- Differentiated value proposition: Establishing a clear and
focused equity story for each of EVRAZ, as a leading global
producer of steel, iron ore and vanadium, and RASP, as a leading
producer of high-quality metallurgical coal.
EVRAZ's dividend policy continues to anticipate dividend
payments to shareholders of a minimum amount of US$300 million per
annum, provided that the EVRAZ Group's net debt/EBITDA ratio
remains below 3.0x.
In order to demonstrate its commitment to delivering shareholder
returns, RASP has adopted a dividend and leverage policy under
which it intends to declare dividends semi-annually of not less
than 100% of free cash flow, subject to net debt/EBITDA not
exceeding 1.0x, or not less than 50% of free cash flow, if its net
debt/EBITDA exceeds 1.0x. In order to ensure the strength of its
balance sheet and long-term stability, RASP will aim to maintain a
net debt/EBITDA ratio below 2.0x.
Overview of the Demerger
It is proposed that the Demerger will be effected by EVRAZ
making an interim in specie distribution of the shares it directly
holds in RASP (being approximately 90.9% of the total ordinary
shares in RASP), which is listed on the Moscow Exchange, to EVRAZ
shareholders. If the Demerger proceeds, EVRAZ shareholders are
expected to receive an entitlement to 0.4255477880 of a RASP share
for each EVRAZ share held at 6:00 p.m. on 15 February 2022.
Effect of the Demerger and Details of the Share Sale
Facility
The effect of the Demerger will be that EVRAZ shareholders, who
currently have an indirect interest in the RASP Group through their
holding of EVRAZ shares, will have the opportunity to receive RASP
shares and therefore hold a direct interest in the RASP Group.
EVRAZ recognises that some EVRAZ shareholders may be restricted
from holding RASP shares. Such shareholders will have the
opportunity to participate in a share sale facility (the "Share
Sale Facility"), which is intended to provide those EVRAZ
shareholders with the opportunity to sell, for cash, the RASP
shares to which they will be entitled following the Demerger. Under
the Share Sale Facility, EVRAZ will procure the sale through a sale
agent of those RASP shares to which participants are entitled and
will then, upon the sale of all such RASP shares, provide the cash
proceeds (net of certain costs and expenses), to participants on a
pro rata basis in US Dollars. Neither the sale price nor the sale
timeframe will be guaranteed under the Share Sale Facility and the
EVRAZ Board therefore recommends that EVRAZ shareholders that are
capable of holding RASP shares, take the necessary action to
receive them and do not participate in the Share Sale Facility. The
Circular will include further details on the Share Sale Facility
and on the steps EVRAZ shareholders are advised to take to receive
the RASP shares to which they will be entitled.
After completion of the Demerger and the Share Sale Facility,
EVRAZ would accordingly cease to hold the RASP shares which it
currently holds and the RASP Group would no longer form part of the
EVRAZ Group.
Responsible Transition
EVRAZ and RASP will operate as separate, independent companies
following the Demerger. RASP currently provides approximately 70%
of EVRAZ's metallurgical coal supply requirements needed to support
its operations. To aid the transition certain trading arrangements,
including two new, long-term coal offtake agreements (pursuant to
which RASP will provide EVRAZ with up to approximately 60% of the
post-Demerger EVRAZ Group's coal requirements for the purposes of
steel production), will continue to 31 December 2026. East Metals
AG, the trading subsidiary of the EVRAZ Group, will continue to
re-sell coal purchased from the RASP Group for up to fifteen months
following the Demerger. RASP will become a related party of EVRAZ
following the Demerger and such arrangements have been entered into
on arms' length terms. Whether they are renewed upon expiry will be
a matter to be considered by both groups in due course. For a
transitional period of approximately one year, certain entities in
the post-Demerger EVRAZ Group will also continue to provide
administrative and support services to the RASP Group, including
accounting, IT, treasury, agency and consultancy services.
Steps to Completion of the Demerger
Due to the size of the RASP Group, the Demerger is a Class 1
transaction under the UK Listing Rules and is therefore subject to
approval by EVRAZ shareholders.
EVRAZ does not currently have sufficient distributable reserves
to make the in specie distribution of all of its RASP shares and
therefore to effect the Demerger. As an interim step, the EVRAZ
Board proposes to capitalise the sum of US$8,200,000,000 currently
standing to the credit of EVRAZ's profit and loss reserve by way of
issuing certain capital reduction shares (the "Capital Reduction
Shares"), and subsequently to reduce the Company's share capital by
cancelling the Capital Reduction Shares, so as to create sufficient
distributable reserves to effect the Demerger (the "Capital
Reduction").
As a technical interim step, EVRAZ's articles of association
will also need to be amended as they do not currently contemplate
or expressly permit an interim in specie distribution in the manner
proposed to implement the Demerger.
The Demerger will therefore require the approval of EVRAZ
shareholders at a general meeting and the UK Court to confirm the
Capital Reduction. The Circular will include further details on the
resolutions to be proposed at the general meeting, which is
expected to be held on 11 January 2022, and on the actions EVRAZ
shareholders are recommended to take by the EVRAZ Board.
Major Shareholder Undertakings
EVRAZ' major shareholders (being Greenleas International
Holdings Ltd., Abiglaze Ltd and Crosland Global Limited), who
currently hold 57.61% of EVRAZ shares and are expected to hold at
least 53.72% of the shares in RASP following the Demerger, have
provided an undertaking to EVRAZ to receive the RASP shares to
which they will be entitled following the Demerger and not to sell
such shares through the Share Sale Facility. They have also
provided an undertaking to receive Capital Reduction Shares to
effect the Capital Reduction.
Further details of the terms of the Demerger and related
arrangements will be included in the Circular.
Anticipated Timeline
Subject to EVRAZ shareholder and Court approvals being obtained,
it is currently expected that the settlement date for the transfer
of RASP shares to EVRAZ shareholders pursuant to the Demerger will
be on 7 April 2022, and that the sale of RASP shares pursuant to
the Share Sale Facility will be completed by October 2022.
Commenting on the Demerger, Alexander Abramov, Chairman of
EVRAZ, said:
"This marks another major milestone in the history of EVRAZ. As
part of the process, a comprehensive review was conducted of the
rationale for, and feasibility of, the Demerger. Based on this, the
EVRAZ Board believes that the separation of the two businesses
serves the long-term interests of our shareholders, employees,
clients and other stakeholders, and it has approved the definitive
terms of the transaction."
Commenting on the Demerger, Alexander Frolov, Chairman of PJSC
Raspadskaya, said:
"Following this transaction, Raspadskaya will strengthen its
position as the largest coking coal producer in Russia and as a
leading player globally, with vast and high-quality coal reserves
and resources. In addition, the demerger will allow Raspadskaya to
focus on its own growth strategy and sustainable development."
Important Actions to be Taken
The Circular will include further details on the general meeting
and on the actions EVRAZ shareholders are advised to take in
relation to it. The Circular will also include details on the steps
EVRAZ shareholders are advised to take to receive the RASP shares
to which they will be entitled, which will include opening or
otherwise holding an account with a direct or indirect participant
of a clearing institution eligible to receive RASP shares (such as
Euroclear, Clearstream or the NSD), and providing the details of
such account to the Company's registrar by no later than 15 March
2022.
Conference Call Details
Details of an analyst and investor conference call to discuss
the Demerger will be provided when EVRAZ announces publication of
the Circular.
Enquiries
For further information on the Demerger, please contact:
EVRAZ
+44 207 290 1095 / +7 495
Irina Bakhturina (Investor Relations) 232 1370
+44 207 290 1096 / +7 495
Maria Starovoyt (Media Relations) 937 6871
J.P. Morgan Cazenove (Joint Financial Adviser and Sole Sponsor)
Konstantin Akimov +7 495 967 1000
Fraser Jamieson +44 (0)20 7742 4000
James Robinson +44 (0)20 7742 4000
Citi (Joint Financial Adviser)
+44 20 7986 4000 / +7 495
Irackly Mtibelishvily 725 1000
+44 20 7986 4000 / +7 495
Sergey Kurdyukov 725 1000
Linklaters LLP (Legal Adviser to EVRAZ)
Hugo Stolkin +44 207 456 3394
Information on PJSC Raspadskaya
Largest coking coal producer in Russia and one of the leading
producers globally
RASP is the largest coking coal producer in Russia and is one of
the leading coking coal producers globally for 2020.
Following its acquisition of UCC Yuzhkuzbassugol in December
2020, RASP's operating portfolio comprises seven underground mines,
two open pits and three processing facilities in the Kemerovo
Region.
In 2020, RASP mined 20.7 million tonnes of raw coking coal,
accounting for 23% of Russia's total raw coking coal output. RASP
supplied 22% of high-volatility hard and 43% of high-volatility
semi-hard coking coal grades by total consumption on the Russian
market in 2020.
Large and high-quality coking coal reserves and resources
base
As of 31 December 2020, RASP had 1,897 million tonnes of JORC
equivalent proved and probable coal reserves. At the 2020 level of
coal extraction, RASP's reserves are sufficient to support RASP's
production for over 90 years.
Hard coking coal constituted 33% of RASP's coal production in
2020, of which approximately 12% was classified as grade K (coking)
and OS (coking semi-lean). Coking coal of grades K and OS is not
widely available in Russia and is in high demand both domestically
and abroad, largely due to its lower volatility and high coking
ability. Semi-hard coking coal contributed a further 35% to RASP's
coal production and the remaining 32% of the coal produced in 2020
was classified as semi-soft coking coal.
RASP conducts coal mining operations from seven mines and two
open pits in the Kemerovo Region and from one mine in the Tyva
Republic. Since the Kemerovo Region is a well-developed industrial
area, RASP benefits from all the necessary infrastructure resources
already established in the region. Further, the resources and
reserves of mines and open pits in Kuzbass (in the Kemerovo Region)
have been studied in substantial detail through geological
exploration works conducted by the state in the middle and late
20th century. By contrast to the Kemerovo Region, the Tyva Republic
is less developed and lacks key infrastructure, including a
railway, which substantially hinders its economic development. Due
to the lack of mines in, and the historical underdevelopment of,
the Tyva Republic, additional geological exploration is required to
obtain more detailed geological data on the region's deposits.
According to the JORC classification, the resources and reserves
for each of RASP's operating coal mines and open pits comprise:
Enterprise Resources Reserves (Mt)
(Mt)
Alardinskaya 664 91
-------------------- ------------------------
Osinnikovskaya 406 76
-------------------- ------------------------
Uskovskaya 180 122
-------------------- ------------------------
Yerunakovskaya 268 119
-------------------- ------------------------
Essaulskaya 120 14
-------------------- ------------------------
Raspadskaya 1,117 852
-------------------- ------------------------
Raspadsky open
pit 122 111
-------------------- ------------------------
Raspadskaya-Koksovaya
mine and open
pit 425 209
-------------------- ------------------------
Mezhegeyugol 212 89
-------------------- ------------------------
Highly experienced management team
RASP's senior leadership has extensive experience in the mining
industry. Andrey Davydov, the general director (CEO) of Raspadskaya
Coal Company (RASP's management company) assumed his role in June
2020 and has more than 25 years of experience in the Russian and
Ukrainian mining industries. In 2010, he joined EVRAZ and was in
charge of EVRAZ's Sukha Balka iron ore mine in Ukraine for five
years. Between 2016 and 2020, Mr. Davydov led the Management
Company EVRAZ Mezhdurechensk which managed the Sibuglemet group of
enterprises.
The mine director of RASP, Alexander Elokhin, has held his
current position since September 2018, having joined RASP in 1996
as an underground electrician. He graduated from the Kuzbass State
Technical University with a degree in the Underground mining of
minerals and has held multiple roles at RASP, including underground
field supervisor, deputy director for production and deputy general
director of RASP. In 2018, he assumed his current role as mine
director of RASP.
Stanislav Kuznetsov assumed his role as the current Director of
Economy and Finance (CFO) of Raspadskaya Coal Company in July 2020.
He graduated from the Kemerovo State University in 2010 with a
degree in Economics and Management at Industrial Enterprises, and
subsequently joined the Directorate of Economy and Finance of UCC
Yuzhkuzbassugol before progressing from a position as a leading
economist to head of a bureau of the Office of the Planning and
Economic Department. In 2018, Mr. Kuznetsov graduated from the
EVRAZ New Leaders programme and has an IFRS diploma.
Sergey Shiryaev has acted as Technology Director (CTO) of
Raspadskaya Coal Company since 2019. Mr. Shiryaev graduated from
the Siberian State Industrial University with two diplomas in
Underground Mining and in Economics and Management at the Mining
Industry and Geological Exploration. In 2014, Mr. Shiryaev joined
Raspadskaya Coal Company as First Deputy Technical Director.
RASP's management believes that the extensive experience of
RASP's senior managers in the coal mining industry will help RASP
to correctly identify and successfully implement its strategic
objectives.
Gross Assets and Profits of PJSC Raspadskaya
The gross assets of RASP that are the subject of the Demerger
were valued at US$2,005 million as at 30 June 2021. The Demerger
will therefore have a dilutive effect on EVRAZ's assets. However,
as set out above, the EVRAZ Board considers that the Demerger will
enable EVRAZ to focus its capital allocation on supporting its
strategic trajectory while enabling RASP to independently implement
its strategy and pursue organic and inorganic growth opportunities.
Following the completion of the Demerger, the post-Demerger EVRAZ
Group business will review its existing externally reported key
performance indicators and consider whether they and the
methodology applied to prepare them remain appropriate in the
context of the post-Demerger EVRAZ Group business and its evolving
strategy. The RASP Group's profit after tax for the year ended 31
December 2020 was US$233 million.
Definitions
Coke A product made by baking coal without
oxygen at high temperatures in closed
sections of the coke battery. Unwanted
chemical elements escape as gases or liquids
are driven out of the coal. The unwanted
gases can be used as fuels or processed
further to recover valuable chemicals.
The resulting material (coke) has a strong
porous structure which makes it ideal
to use in a blast furnace
Coking coal Coal used to produce coke
Grade OS semi-lean Coking coal with grade OS (Otoshchonno-Spekayushchiysya)
coking coal in Russian classification
Hard coking coal High quality coking coal
Iron ore Chemical compounds of iron with other
elements, namely oxygen, silicon, sulphur
or carbon. Only extremely pure (rich)
iron-oxygen compounds are used for steel
making
JORC The Australasian Joint Ore Reserves Committee,
which publishes the JORC code, which is
widely accepted as a standard for professional
reporting of Mineral Resources and Ore
Reserves
K-grade or grade K Coking coal with grade K (Koksovyy) in
coking coal or coking Russian classification.
K coal
Metallurgical coal Coking coal and PCI
Mt Million tonnes
Open pit A mine working or excavation open to the
surface where material is not replaced
into the mined out areas
PCI Pulverised coal injection, which is a
cost-reducing technique in iron-making
where cheaper coal is prepared to replace
normal coking coal in the blast furnace.
The coal is pulverised into very small
particles before injection into the furnace
via tuyeres
Vanadium A grey metal that is normally used as
an alloying agent for iron and steel products.
It is also used to strengthen titanium
based alloys
Important Notices
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. J.P.
Morgan Cazenove is acting as sole sponsor and joint financial
adviser to EVRAZ and no one else in connection with the matters set
out in this announcement, it will not regard any other person as
its client in relation to the matters set out in this announcement
and will not be responsible to anyone other than EVRAZ for
providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to
the contents of this announcement or any other matter or
arrangement referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised
in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority, is acting as joint
financial adviser to EVRAZ and no one else in connection with the
matters set out in this announcement, it will not regard any other
person as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than EVRAZ
for providing the protections afforded to clients of Citi or its
affiliates, nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein.
Neither J.P. Morgan Cazenove nor Citi nor any of their
respective affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of
J.P. Morgan Cazenove or Citi (as applicable) in connection with the
matters or arrangements set out in this announcement, any statement
contained herein, or otherwise.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove or Citi by the FSMA or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, J.P. Morgan Cazenove and Citi each accepts no
responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on its behalf, and nothing contained in this announcement is, or
shall be, relied on as a promise or representation in this respect,
whether as to the past or the future, in connection with EVRAZ or
the matters set out in this announcement. Each of J.P. Morgan
Cazenove, Citi and their respective subsidiaries, branches and
affiliates accordingly disclaim, to the fullest extent permitted by
law, all and any duty, liability and responsibility whether arising
in tort, contract or otherwise (save as referred to above) in
respect of this announcement or any such statement or
otherwise.
J.P. Morgan Cazenove and Citi have each given and not withdrawn
their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and
context in which they appear.
This announcement has been prepared for the purpose of complying
with applicable law and regulation of the United Kingdom and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
This announcement does not constitute or form part of any offer,
invitation to sell, otherwise dispose of or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
or other securities nor shall it or any part of it, nor the fact of
its distribution form the basis of, or be relied on in connection
with, any contract commitment or investment decision.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than: (i) in accordance with applicable United States
securities laws or the securities laws of such other country, as
the case may be; or (ii) pursuant to an available exemption from
such requirements. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended, or under the securities laws of any state or other
jurisdiction of the United States.
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of such laws or regulations.
Persons into whose possession this announcement or other
information referred to herein comes should inform themselves
about, and observe, any restrictions in such laws or
regulations.
This announcement may include statements that are, or may be
deemed to be, forward-looking statements. These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"envisages", "plans", "projects", "anticipates", "targets", "aims",
"expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward looking statements include all matters
that are not historical facts and involve predictions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect EVRAZ's
current views with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and
assumptions relating to EVRAZ' and/or RASP's results of operations,
financial position, liquidity, prospects, growth or strategies and
the industries in which they operate. Forward-looking statements
speak only as of the date they are made and cannot be relied upon
as a guide to future performance. Save as required by law or
regulation, EVRAZ disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements in this announcement that may occur due to any change in
its expectations or to reflect events or circumstances after the
date of this announcement. Nothing in this announcement should be
construed as a profit estimate or profit forecast and no statement
in this announcement should be interpreted to mean that the profits
of EVRAZ for the current or future financial years would
necessarily match or exceed the historical published profits of
EVRAZ.
Completion of the transaction described in this announcement is
subject to the satisfaction of certain conditions and consequently
there can be no certainty that completion will be forthcoming.
This announcement is not a circular or a prospectus and has been
prepared solely for the purposes of the transaction referred to in
this announcement. A circular is expected to be published by EVRAZ
in connection with the matters described in this announcement in
due course.
Certain figures contained in this announcement, including
financial information, have been subject to rounding
adjustments.
None of the contents of EVRAZ' or RASP's websites, nor any
website accessible by hyperlinks on EVRAZ' or RASP's websites, is
incorporated in, or forms part of, this announcement.
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END
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