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PJSC Magnitogorsk Iron and Steel Works (MMK)
23 September 2021
For immediate release
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Goldman Sachs International announces its intention to offer 167,614,950 existing ordinary shares (the "Resale Shares") of Magnitogorsk Iron & Steel Works (the "Company"; Moscow Exchange ticker: MAGN) which it has acquired from Mintha Holding Limited ("Mintha"), whose ultimate beneficiary is Mr. V. Rashnikov, for resale to investors by way of an undocumented accelerated bookbuild pursuant to Regulation S and Rule 144A under the U.S. Securities Act of 1933 (as amended) (the "Resale"), which will launch immediately following this announcement.
The Resale Shares represent 1.5% of the Company's issued ordinary share capital.
After acquisition of the Resale Shares by Goldman Sachs International, Mintha holds 79.76% of the issued share capital of the Company. Prior to the Resale, the free float of the Company is 18.74%. After completion of the Resale, assuming all Resale Shares are sold, the free float of the Company will be 20.24%.
The remaining ordinary shares in the capital of the Company held by Mintha will be subject to a lock-up for the period ending 60 days after 23 September 2021, save for customary exceptions and waiver by Goldman Sachs International.
Goldman Sachs International is acting as sole bookrunner on the Resale.
The Company will not receive any proceeds from the Resale.
The Resale Shares, in all respects, rank pari passu with the Company's ordinary shares.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE RESALE. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129; AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE RESALE SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE RESALE SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS OR (2) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE FOR, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. The distribution of this announcement and the offering or sale of the RESALE SHARES in certain jurisdictions may be restricted by law. No action has been taken by mINTHA (OR ANY AFFILIATES THEREOF) or Goldman Sachs International or any of ITS affiliates that would, or which is intended to, permit a public offer of the RESALE SHARES in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the RESALE SHARES in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by MINTHA AND Goldman Sachs International to inform themselves about and to observe any applicable restrictions.
THE RESALE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THE RESALE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE RESALE SHARES IN THE UNITED STATES OR ELSEWHERE.
THE RESALE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE RESALE OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
No prospectus or offering document has been or will be prepared in connection with the RESALE. Any investment decision to buy securities in the RESALE must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Mintha (OR ANY AFFILIATE THEREOF) or Goldman Sachs International or any of its affiliates.
GOLDMAN SACHS INTERNATIONAL IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY (THE "PRA") AND REGULATED IN THE UNITED KINGDOM BY THE PRA AND FINANCIAL CONDUCT AUTHORITY, AND IS ACTING EXCLUSIVELY FOR MINTHA IN CONNECTION WITH THE RESALE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MINTHA FOR PROVIDING THE PROTECTIONS OFFERED TO ITS CLIENT, NOR FOR PROVIDING ADVICE IN RELATION TO THE RESALE OR ANY TRANSACTION, MATTER OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.
In connection with the offering of the RESALE shares, GOLDMAN SACHS INTERNATIONAL or any of ITS affiliates may take up a portion of the RESALE shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of the RESALE shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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End of Announcement
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