LAUNCH OF TICKETHOLDER CONSENT SOLICITATIONS

Novolipetsk Steel (NLMK)
Novolipetsk Steel: TICKETHOLDER CONSENT SOLICITATIONS LAUNCH
August 15, 2022 / 5:30 PM CET/CEST
Dissemination of a regulatory announcement containing inside information pursuant to the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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August 15, 2022

Novolipetsk steel (“NLMK”) highlights the announcement made by Steel Funding DAC (the Transmitter”) on August 12, 2022 on the launch of consent solicitation processes (the “Consent solicitations”) for each of its $700,000,000 outstanding, 4.50%. Loan Participation Notes due 2023 (“2023 Notes”), $500,000,000 4.00%. Loan Participation Notes due 2024 (“2024 Notes”), $500,000,000, 4.70%. Loan Participation Notes due 2026 (“2026 USD Notes”) and EUR 500,000,000 at 1.45%. Loan Participation Notes due 2026 (“2026 EUR Bonds”, and together with the 2023 Bonds, the 2023 Bonds and the 2026 USD Bonds, the “Bonds”).

Capitalized terms used in this announcement but not defined herein have the meaning given to them in the relevant issuer consent solicitation memoranda dated August 12, 2022 (each, a “Memorandum”). Copies of each Memorandum and certain other documents relating to the Consent Solicitations (the “Consent documents”) can be obtained by registering on the Consent Solicitation website at https://www.i2capmark.com/event-details/69/Holder/nlmk-steel-funding-dac-consent-solicitation.

Details of the Notes for which the consent of the Noteholders is requested

The description of the Remarks

Common code / CUSIP

IS IN

Total amount of principal outstanding

$700,000,000 4.50%. Loan participation notes due 2023

140577561 (Common Code Reg S)

098266844 (common rule 144A code)

85812PAC7 (CUSIP)

XS1405775617 (Reg S) US85812PAC77 (Rule 144A)

$433,609,000

$500,000,000 4.00%. loan participation certificates maturing in 2024

157795317 (reg S common code)

111731209 (Rule 144A Common Code)

85812RAA7 (CUSIP)

XS1577953174 (Reg S) US85812RAA77 (Rule 144A)

$295,823,000

$500,000,000 4.70%. loan participation certificates maturing in 2026

184343533 (reg S common code)

85812RAB5 (CUSIP)

XS1843435337 (Reg S)

US85812RAB50 (Rule 144A)

$500,000,000

EUR 500,000,000 1.45 percent. Loan participation notes due 2026

234692275 (Common Code Reg S)

234692291 (common code of rule 144A)

XS2346922755 (Reg S)

XS2346922912 (Rule 144A)

€500,000,000

The amendments to the Securities documents proposed by the Issuer seek, among other things, to allow NLMK to make direct payments to holders of Securities at Russian custodians, to waive payments in respect of Securities held by NLMK or to other members of its group and to cancel the Securities held by the group without the need to deliver them to the Registrar (whose delivery is currently in many cases impossible if the Securities are held with a Russian depository ). Other changes are more technical and aim to ensure that the Issuer is able to operate and service its debt if certain services cease to be available to it or if it or NLMK is unable to perform payments in the currency of the Notes.

In addition, in order to have more time to implement the above proposals before the due dates for interest payments under certain Bonds, by separate resolutions, the Issuer is asking holders of 2023, 2024 and 2026 USD Bonds a consent to waive any breach of the documentation of the Notes resulting from the Issuer’s failure to pay interest on the relevant Notes by December 31, 2022.

  • Beginning of consent solicitations – August 12, 2022.

  • Date of registration of meetings – August 23, 2022.

  • Voting deadline for the 2024 and 2026 USD Bonds – September 1, 2022 (4:00 p.m. (London time)).

  • Voting deadline for the 2023 Bonds and the 2026 EUR Bonds – September 7, 2022 (4:00 p.m. (London time)).

  • Meetings for the 2024 Bonds and the 2026 USD Bonds – September 3, 2022 (4:00 p.m. and 4:45 p.m. (London time), respectively).

  • Meetings for the 2023 Bonds and the 2026 EUR Bonds – September 9, 2022 (4:00 p.m. and 4:45 p.m. (London time), respectively).

The schedule above is indicative and may change.

Participation in consent solicitations

To participate in the relevant Consent Solicitation, a Incumbent should deliver a valid vote Instructions to Information and Tab Agent by no later than the voting deadline. Only Securityholders who are not Sanctions Restricted Persons and who hold the relevant Securities on the Record Date may submit a Voting Instruction.

Quorum and Approval

The quorum required for an Extraordinary Resolution to be considered at a Meeting shall be one or more persons holding Bonds or being proxies or representatives and holding or representing at least two-thirds of the principal amount of the Bonds then outstanding (or half in case of adjournment of the Assembly). An affirmative vote of at least two-thirds of this quorum will be required to approve the proposals contained in the extraordinary resolutions. Such proposals, if approved by a Meeting, will be binding on all Noteholders whether or not they attend the Meeting or vote in favor of the proposals.

No consent fee is payable in connection with the Consent Solicitation.

Announcements, documents and requests

Advertisement in link with the Consent Solicitations will be be disclosed by the Issuer on the Euronext Dublin website. Copies of all announcements, notices and press releases, and certain materials related to consent solicitations are available upon registration on the Consent Solicitation Website. https://www.i2capmark.com/event-details/69/Holder/nlmk-steel-funding-dac-consent-solicitation.

Questions and Support Requests Related to Consent Solicitations should be directed at i2 Capital Markets (Information and tabulator“) at [email protected] and at +44 203 633 1212.

Questions and Support Requests Related to Consent Solicitations may too be directed at the Corporate finance and IR department of the NLMK group at [email protected] and at +7 495 504 0 504 (ext. 227).

About NLMK Group

The 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 a variety of industries, from construction and machine building to the manufacture 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 tons per year.

NLMK’s ordinary shares with a free float of 20.7% are traded on the Moscow Stock Exchange (ticker “NLMK”) and its global depositary shares are traded on the London Stock Exchange (ticker “NLMK:LI”). The share capital of the Company is divided into 5,993,227,240 shares with a nominal value of 1 RUB.

For more information about the NLMK Group, please visit our website.

DISCLAIMER

This announcement should be read in conjunction with, and is qualified by, the consent documents. This ad and the Consent documents contain important information who should be Lily carefully before any decision is made with respect at the Consent Solicitations. Whether any The Noteholder is in any doubt as to what action he should take or is unsure of the impact of his participation in the relevant Consent Solicitation, he is advised to seek his own advice, including with respect to the tax consequences, immediately from his stockbroker, bank manager, lawyer, accountant or other independent adviser. Any person or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other agent should contact such entity if it wishes to participate in the relevant Consent Solicitation.

Neither NLMK, the Issuer, the Information and Tabulation Agent and/or the Trustee or their respective directors, officers, employees, affiliates, advisers or agents make any recommendation as to whether Holders should consent or refrain from taking any action in the Consent Solicitation regarding their Ratings, and none of them has authorized anyone to make such recommendation. The Information and Tabulation Agent is the Issuer’s agent and has no obligation to any Noteholder.

This announcement is for informational purposes only. Consents are only solicited pursuant to the Memoranda and only in jurisdictions permitted by applicable law.

avant-garde statements

This announcement may contain “forward-looking statements” regarding NLMK and/or the NLMK Group. Generally, the words “will”, “may”, “should”, “could”, “might”, “may”, “continue”, “opportunity”, “believe”, “expect”, ” intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenses and business and management strategies and enlargement and growth of the activities of NLMK and/or the NLMK group. Many of these risks and uncertainties relate to factors that are beyond the ability of NLMK and/or the NLMK Group to control or accurately estimate and So undue addiction should not be put on Phone statements who speak only as on the date of this announcement. NLMK and/or any NLMK group company assumes no obligation with respect to these forward-looking statements and does not intend to update them, except as required by applicable law.

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