Evraz PLC: Direct Ownership of the Russian Assets of the EVRAZ Group
Shareholders of the British company EVRAZ plc may protect their investments by participating in the allocation (de facto conversion) of their shares into the shares of the Russian company of the EVRAZ group, which owns the real assets. This is because, under a Russian court decision, the shares of Evraz plc no longer allow the exercise of corporate rights in the key Russian subsidiary of the group, and there is a risk of their substantial devaluation in the future. Below are the facts and procedures based on official sources.
Structure of Evraz and Russian assets. Evraz plc is the British parent company of the international steel, mining, and vanadium group EVRAZ. Until recently, it owned a controlling stake in the Russian company AO “Evraz NTMK,” which consolidates the main production assets of the group in Russia. In particular, “Evraz NTMK” includes the group’s key Russian plants and combines (steel mills, mining and beneficiation plants, vanadium production, etc.), forming the foundation of EVRAZ’s business in the Russian Federation.
Suspension of Evraz plc’s rights in Russia. In January 2025, Evraz NTMK was included in the list of so-called economically significant organizations (ESO) in the Russian Federation. This special status allowed the Russian Ministry of Industry and Trade to initiate restrictive measures: on 22 July 2025, the State Commercial Court of the Moscow Region granted the ministry’s claim to suspend the corporate rights of Evraz plc in AO Evraz NTMK. The court decision entered into force immediately and is enforceable without delay . The British company announced its intention to appeal, but the appellate instance upheld the ruling — on 11 September 2025, the court rejected Evraz plc’s complaint, confirming the suspension of its rights in the Russian subsidiary.
Consequences of the court ruling for shareholders. According to the official statement of Evraz plc, this court decision means that shareholders of Evraz plc are now entitled (and, for residents of the Russian Federation — obliged) to transition to direct ownership of shares in AO Evraz NTMK. In other words, the foreign holding company (Evraz plc) is being excluded from the ownership chain, and holders of its shares receive the opportunity to own directly a stake in the Russian business. Lawyers note that the removal of Evraz plc from the ownership structure makes management more transparent and under Russian control. For Russian shareholders, such a transition is in fact a mandatory requirement of the law, while foreign investors are given the right to choose.
Company actions to reorganize the asset. In response to the situation, the EVRAZ group initiated a legal redistribution of its Russian assets. At the end of July 2025, the company announced plans to consolidate all Russian assets in a new public structure. The base entity chosen was Evraz NTMK, which on 19 August 2025 changed its form from AO to **PJSC** (public joint-stock company). After completing the required procedures, PJSC Evraz NTMK will be renamed (the new name is expected to reflect the Evraz brand) . A listing of the shares of this Russian PJSC on the Moscow Exchange is planned for the first half of 2026, which should restore market liquidity for shareholders. The current stake of Evraz plc in the capital of Evraz NTMK will be distributed among the ultimate owners—shareholders of the British company—within the framework of the established procedure.
The procedure of share exchange (allocation) for shareholders. PJSC Evraz NTMK has approved an official Regulation — a document describing in detail the procedure for direct ownership of its shares for shareholders of Evraz plc. This Regulation was adopted in execution of Russian Law No. 470-FZ “On Special Aspects of Regulation of Corporate Relations in ESOs” and the aforementioned court decision. According to the law, within 20 business days after the court ruling, the ESO (that is, Evraz NTMK) must notify shareholders of the possibility of direct ownership, after which those wishing to do so must submit an application within three months. Since Evraz plc does not have access to the Russian shareholder register, notification was made publicly—via publication on the company’s official website on 20 August 2025. The deadline for submitting applications was set for 24 November 2025, but the preparatory work must be done already now.
Required conditions and documents. To convert the shares, shareholders must submit an application in the prescribed form and a package of documents confirming shareholder rights to PJSC Evraz NTMK. The list of documents and the format of the application are determined in the Regulation and depend on the shareholder’s status (individual or legal entity, resident of the Russian Federation or non-resident). In general, a shareholder must confirm ownership of Evraz plc shares as of the date of suspension of rights (22 July 2025) and provide details for the crediting of the equivalent shares of the Russian PJSC. Distribution will be made proportionally to ownership: for each share of Evraz plc there corresponds a certain number of shares of PJSC Evraz NTMK (for reference — about 2.68 NTMK shares per 1 PLC share, with the exact ratio calculated according to the balance of assets). For foreign investors (non-residents of the Russian Federation), no special approvals or permits are required to receive Russian shares. However, if a non-resident shareholder is itself a foreign holding company, its corporate rights in the new structure may also be restricted under a similar legislative basis. Russian shareholders, on the other hand, are obliged to carry out the exchange in order to preserve their corporate rights—otherwise their stake in the EVRAZ business in Russia will in fact cease to be backed by any assets.
Risks of retaining Evraz plc shares. If a shareholder takes no action, their investments will remain in the form of Evraz plc shares, which are now de facto not backed by controlling assets in Russia. The British Evraz plc, after the removal of Russian assets, is left without its core operating business. Moreover, the EVRAZ group intends to sell its remaining foreign divisions — for example, a transaction is underway for the sale of the North American division Atlas. After the UK imposed sanctions on Evraz plc (and its main owners), the company’s London Stock Exchange listing was suspended, dividend payments from Russian subsidiaries stopped, and corporate governance became complicated. For example, EVRAZ’s coal subsidiary — PJSC Raspadskaya — has not paid dividends since 2022, because due to the foreign jurisdiction of the parent company, funds cannot be transferred to shareholders. Under these conditions, the value of Evraz plc shares for investors is rapidly decreasing. They confer no rights either to manage key assets or to receive profit from them. There is a high likelihood that without conversion such shares will devalue or remain in limbo for an indefinite period.
Disclaimer. This notice is informational in nature and based on data from official sources. The described procedure for share exchange is general; specific steps and required documents may differ depending on the shareholder’s status and other individual conditions. This material does not constitute legal or investment advice. Shareholders are advised to seek personalized advice from qualified professionals to take into account all the nuances of their situation.
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