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Novolipetsk Steel

September 6, 2022

Nlmk Group provides update on noteholders' consent solicitation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM.

Novolipetsk Steel (“NLMK”, the “Borrower”) hereby announces the results of the meetings held on 3 September 2022 (the “Original Meetings”) for each of the outstanding U.S. $500,000,000 4.00 per cent. loan participation notes due 2024 (“2024 Notes”) and U.S.$500,000,000 4.70 per cent. loan participation notes due 2026 (“2026 USD Notes”, together with 2024 Notes, the “Notes”) issued by Steel Funding D.A.C. (the “Issuer”) for the sole purpose of financing a loan to the Borrower.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Consent Solicitation Memorandum for the 2024 Notes and the Consent Solicitation Memorandum for the 2026 USD Notes dated 12 August 2022 (as amended from time to time).

Results of the Meetings

Description of the Notes

ISIN

Aggregate Principal
 Amount Outstanding 

Outcome of Meeting

 Amendment Extraordinary Resolution 

 Waiver Extraordinary Resolution 

U.S.$500,000,000 4.00 per cent.

 Loan participation notes due 2024 

XS1577953174 (Reg S) 

 US85812RAA77 (Rule 144A) 

U.S. $295.823m

Passed

Passed

U.S.$500,000,000 4.70 per cent.

 Loan participation notes due 2026

XS1843435337 (Reg S)

US85812RAB50 (Rule 144A)

U.S. $500.000m

Adjourned meeting

Adjourned meeting

2024 Notes

By passing the Amendment Extraordinary Resolution, the holders of the 2024 Notes approved the Amendment Documents relating to 2024 Notes, including, modifications to the Trust Deed, the Conditions, the Paying Agency Agreement, the Loan Agreement and Global Certificates. By passing the Waiver Extraordinary Resolution, the holders of the 2024 Notes approved a waiver of any breaches by the Issuer and NLMK resulting from the non-payment of interest on the 2024 Notes and the corresponding amount of interest under the Loan Agreement until 31 December 2022 (inclusive).

Adjourned Meeting in respect of 2026 USD Notes

On 5 September 2022 Steel Funding D.A.C. published a notice of adjourned meeting in respect of 2026 USD Notes (the “Adjourned Meeting”).

Indicative Timing for the 2026 USD Notes Adjourned Meeting·      

  • Voting deadline – 11.00 a.m. (London time) on 17 September 2022. Voting Instructions given for the relevant Original Meeting remain valid for the Adjourned Meeting.

  • Adjourned Meeting date – 11.00 a.m. (London time) on 19 September 2022.

  • Announcement of the results — as soon as reasonably practicable after the Adjourned Meeting.

Agenda

The agenda of the Adjourned Meeting is the same as that of the Original Meeting in respect of 2026 USD Notes. The Noteholders are invited to consider and, if thought fit, give their Consent to the Amendments and the Waiver (the “Proposals” and each, a “Proposal”).

Consent Solicitation General Terms and Conditions·      

  • The details of the Proposals (including rationale therefor) are set out in the consent solicitation memorandum prepared by the Issuer and dated 12 August 2022 (as amended from time to time) (the “Memorandum”), which can be obtained by registering at https://www.i2capmark.com/event-details/69/Holder/nlmk-steel-funding-dac-consent-solicitation.

  • In order to be eligible to view the Memorandum, a Noteholder must be able to participate lawfully in the solicitation by the Issuer to the Noteholders to provide consent to the Amendments and Waiver.

  • The Adjourned Meeting to consider the Proposals will be held via video conference. A representative of i2 Capital Markets Ltd (the “Information and Tabulation Agent”) will be voting by proxy in accordance with the valid Voting Instructions.

Noteholders should contact the Information and Tabulation Agent or Investor Relations department for further information:

i2 Capital Markets Ltd.

128 City Road
London, EC1V 2NX, United Kingdom
Email: nlmkconsent@i2capmark.com, Phone: +44 203 633 1212

IR department

40, Bolshaya Ordynka Str., Bldg. 3
Moscow, 119017, Russia
Email: ir@nlmk.com

About NLMK Group

NLMK Group is the largest steelmaker in Russia and one of the most efficient in the world.

NLMK Group’s steel products are used in various industries, from construction and machine building to the manufacturing of power-generation equipment and offshore wind turbines.

NLMK operates production facilities in Russia, Europe and the United States. The Company’s steel production capacity exceeds 18 million tonnes per year.

NLMK’s ordinary shares with a 20.7% free-float are listed on the Moscow Stock Exchange (ticker “NLMK”) and its global depositary shares are listed on the London Stock Exchange (ticker “NLMK:LI”). The share capital of the Company is divided into 5,993,227,240 shares with a par value of RUB1.

For more details on NLMK Group, please visit our website.




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