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
Novolipetsk Steel (“NLMK”, the “Borrower”)
hereby announces the results of the meetings held on 9 September 2022
(the “Original Meetings”) for each of the outstanding U.S.
$700,000,000 4.50 per cent. loan participation notes due 2023 (“2023
Notes”) and EUR 500,000,000 1.45 per cent. loan participation notes
due 2026 (“2026 EUR Notes”, together with 2023 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 2023 Notes and the Consent
Solicitation Memorandum for the 2026 EUR Notes dated 12 August 2022
(as amended from time to time).
Results of the Meetings
Description of the Notes
Outcome of Meeting
Amendment Extraordinary Resolution
Waiver Extraordinary Resolution
U.S.$700,000,000 4.50 per cent.
Loan participation notes due
XS1405775617 (Reg S)
US85812ŠĄŃ77 (Rule 144A)
EUR 500,000,000 1.45 per cent.
Loan participation notes due
XS2346922755 (Reg S)
XS2346922912 (Rule 144A)
By passing the Amendment Extraordinary Resolution,
the holders of the 2023 Notes approved the Amendment Documents
relating to 2023 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 2023 Notes approved a waiver of any breaches by
the Issuer and NLMK resulting from the non-payment of interest on the
2023 Notes and the corresponding amount of interest under the Loan
Agreement until 31 December 2022 (inclusive).
Adjourned Meeting in respect of 2026 EUR Notes
On 12 September 2022 Steel Funding D.A.C.
published a notice of adjourned meeting in respect of 2026 EUR Notes
(the “Adjourned Meeting”).
Indicative Timing for the 2026 EUR Notes
Voting deadline – 11.00 a.m. (London time)
on 24 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 26 September 2022.
Announcement of the results — as soon as
reasonably practicable after the Adjourned Meeting.
The agenda of the Adjourned Meeting is the same as
that of the Original Meeting in respect of 2026 EUR 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
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
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
Noteholders should contact the Information and
Tabulation Agent or Investor Relations department for further
i2 Capital Markets Ltd.
128 City Road
London, EC1V 2NX, United Kingdom
Phone: +44 203 633 1212
40, Bolshaya Ordynka Str., Bldg. 3
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
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