TIDMFXPO TIDM78VK
RNS Number : 2523E
Ferrexpo PLC
06 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
(AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES")
6 February 2015
FERREXPO FINANCE PLC ANNOUNCES AMENDMENTS TO THE EXCHANGE OFFER
CONSIDERATION AND AN EXTENSION OF THE EXCHANGE DEADLINE IN RESPECT
OF THE EXCHANGE OFFER FOR ITS U.S.$500,000,000 7.875 PER CENT.
GUARANTEED NOTES DUE 2016
FERREXPO FINANCE PLC (the "Issuer") today announces it has:
(i) increased the Cash Consideration (as defined below) to 25
per cent. from 20 per cent. and, as a result of such increase,
decreased the number of New Notes (as defined below) to be received
in the Exchange Offer (as defined below) from 80 per cent. to 75
per cent., in each case where such percentage change relates to the
aggregate principal amount of Existing Notes (as defined below),
the subject of an Exchange Instruction; and
(ii) extended the Exchange Deadline (as defined below) to 11:59
p.m. New York time on 20 February 2015,
each in relation to its invitation to holders (subject to the
offer restrictions referred to below) of its outstanding
U.S.$500,000,000 7.875 per cent. Guaranteed Notes due 2016 (the
"Existing Notes") to offer to exchange any and all of the Existing
Notes for a combination of cash and new United States dollar
denominated guaranteed amortising notes (the "New Notes") to be
issued by the Issuer, guaranteed by the New Guarantors and issued
with the benefit of a surety agreement from the Surety equal to the
aggregate principal amount of Existing Notes validly offered and
accepted for exchange by the Issuer (the "Exchange Offer") as set
out in the exchange offer memorandum dated 19 January 2015 as
amended by the announcement relating to the Exchange Offer dated 4
February 2015 (together, the "Exchange Offer Memorandum").
As at 12:00 noon (London time) on 5 February 2015, approximately
34.17 per cent. of the holders of the Existing Notes (being U.S.$
170,874,000 in aggregate nominal amount) had been validly offered
for exchange pursuant to the Exchange Offer.
Amendments to the Exchange Offer Consideration
Holders of Notes who (i) have validly submitted Exchange
Instructions to the Exchange Agent prior to this announcement or
(ii) validly submit Exchange Instructions to the Exchange Agent at
or prior to the Exchange Deadline which are accepted for exchange
by the Issuer will be eligible to receive the Amended Exchange
Offer Consideration (being a combination of (A) New Notes in an
aggregate principal amount equal to 75 per cent. (previously 80 per
cent.) of the aggregate principal amount of Existing Notes, the
subject of such Exchange Instruction(s) and (B) a cash
consideration amount equal to 25 per cent. (previously 20 per
cent.) of the aggregate principal amount of Existing Notes accepted
for exchange (the "Cash Consideration")), plus Accrued Interest and
any applicable Cash Rounding Amount.
Extension of the Exchange Deadline
The Issuer has exercised its right to extend the Exchange
Deadline to 11:59 p.m. New York time on 20 February 2015.
_________________________________________________________________________
The definition on page 16 of the Exchange Offer Memorandum of
"Early Cash Consideration" shall be deemed to be deleted in its
entirety and replaced with the following definition (and references
to Early Cash Consideration in the Exchange Offer Memorandum shall
be to such term as so amended):
"Cash Consideration" An amount in cash of U.S.$250 per
U.S.$1,000 in aggregate principal amount of the Existing Notes.
The definitions on page 16 of the Exchange Offer Memorandum of
"Early Exchange Offer Consideration" and "Base Exchange Offer
Consideration" shall be deemed to be deleted in their entirety and
replaced with the following definition (and references to Early
Exchange Offer Consideration and Base Exchange Offer Consideration
in the Exchange Offer Memorandum shall be to such terms as so
amended):
"Amended Exchange Offer Consideration" A combination of (i) New
Notes in an aggregate principal amount equal to 75 per cent. of the
aggregate principal amount of Existing Notes validly offered and
accepted for exchange pursuant to the Exchange Offer and (ii) the
Cash Consideration.
The definitions on pages 16 and 17 of the Exchange Offer
Memorandum of "Exchange Deadline" and "Final Exchange Deadline"
shall be deemed to be deleted in their entirety and replaced with
the following definition (and references to Exchange Deadline and
Final Exchange Deadline in the Exchange Offer Memorandum shall be
to such terms as so amended):
"Exchange Deadline" 11:59 p.m. New York time on 20 February 2015
(subject to the right of the Issuer to amend and/or withdraw the
Exchange Offer).
The definitions of "Settlement Date" and "Final Settlement Date"
in the Exchange Offer Memorandum shall be deemed to be deleted in
their entirety and replaced with the following definition (and
references to Settlement Date and Final Settlement Date in the
Exchange Offer Memorandum shall be to such terms as so
amended):
"Settlement Date" On or about 24 February 2015 (subject to the
right of the Issuer to extend, re-open, amend and/or terminate any
or all of the Exchange Offer).
_________________________________________________________________________
Notwithstanding the provisions of the Exchange Offer Memorandum,
Holders who have already submitted Exchange Instructions who wish
to revoke such instructions may do so by revoking their Exchange
Instructions by 11:59 p.m. (New York time) on 9 February 2015.
Thereafter, any Exchange Instruction submitted prior to the date of
this announcement will be irrevocable except in the limited
circumstances described in the section titled "Amendment and
Termination" in the Exchange Offer Memorandum. Holders wishing to
exercise any right of revocation as set out above should do so in
accordance with the procedures set out in the section titled
"Procedures for Participating in the Exchange Offer" in the
Exchange Offer Memorandum. Holders who have already submitted
Exchange Instructions who do not wish to revoke such instructions
do not need to take any further action as a result of this
announcement.
Copies of the Exchange Offer Memorandum are available from the
Exchange Agent as set out below. Holders are urged to read the
Exchange Offer Memorandum carefully. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Exchange Offer Memorandum. Noteholders are advised to read
carefully the Exchange Offer Memorandum for full details of and
information on the procedures for participating in the Exchange
Offer.
Credit Suisse Securities (Europe) Limited and Morgan Stanley
& Co. International plc are acting as Dealer Managers and Lucid
Issuer Services Limited is acting as Exchange Agent.
Questions and requests for assistance in connection with the
Exchange Offer may be directed to either Dealer Manager.
Dealer Managers
Credit Suisse Securities (Europe)
Limited Morgan Stanley & Co. International
plc
One Cabot Square 25 Cabot Square
Canary Wharf Canary Wharf
London E14 4QA London E14 4QA
United Kingdom United Kingdom
Tel: +44 207 883 8763 Tel: +44 207 677 5040
Fax: +44 207 892 1310 Email: liabilitymanagementeurope@morganstanley.com
Attention: Liability Management Attention: Liability Management
Desk
Questions and requests for assistance in connection with the
delivery of Exchange Instructions may be directed to the Exchange
Agent.
Exchange Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0) 20 7704 0880
Email: ferrexpo@lucid-is.com
Attention: Paul Kamminga
DISCLAIMERThis announcement must be read in conjunction with the
Exchange Offer Memorandum. This announcement and the Exchange Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Exchange
Offer. If you are in any doubt as to the contents of this
announcement or the Exchange Offer Memorandum or the action you
should take, you are recommended to seek your own financial and
legal advice, including as to any tax consequences, immediately
from your stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Existing Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to offer Existing Notes for
exchange pursuant to the Exchange Offer. None of the Dealer
Managers, the Exchange Agent or the Issuer makes any recommendation
as to whether Noteholders should offer Existing Notes for exchange
pursuant to the Exchange Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement, nor the Exchange Offer Memorandum
constitutes an invitation to participate in the Exchange Offer in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Exchange Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Exchange Offer Memorandum comes
are required by the Issuer, the Dealer Managers and the Exchange
Agent to inform themselves about, and to observe, any such
restrictions.
United States
Neither the Exchange Offer nor the New Notes has been registered
under the United States Securities Act of 1933 (the "Securities
Act") or any other securities laws and the Exchange Offer is only
directed at, and the New Notes are only being offered and will only
be issued to, holders of record of Existing Notes as of the Record
Date who can represent that they are either (i) "qualified
institutional buyers" ("QIBs") (as defined in Rule 144A ("Rule
144A") under the Securities Act) or (ii) outside the United States
and not U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) and are lawfully able to
participate in the Exchange Offer in compliance with applicable
laws of applicable jurisdictions (each such person, an "Eligible
Holder"). Only Eligible Holders are authorised to receive or review
the Exchange Offer Memorandum or to participate in the Exchange
Offer. For a description of restrictions on transfer of the New
Notes, see "Selling and Transfer Restrictions" in the Preliminary
Prospectus.
Italy
None of the Exchange Offer, this announcement, the Exchange
Offer Memorandum or any other documents or materials relating to
the Exchange Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB").
The Exchange Offer may only be carried out in Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act"), and article 35-bis, paragraph 4, of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Existing Notes can offer to
exchange some or all of the Existing Notes through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
respect of the Existing Notes and/or the Exchange Offer.
United Kingdom
The communication of this announcement and the Exchange Offer
Memorandum by the Issuer and any other documents or materials
relating to the Exchange Offer is not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that
it is only directed at and may be communicated to (1) those persons
who are existing members or creditors of the Issuer or other
persons within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, and (2) to any other persons
to whom these documents and/or materials may lawfully be
communicated.
France
The Exchange Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement, the Exchange Offer Memorandum or any other documents
or offering materials relating to the Exchange Offer have been or
shall be distributed to the public in France and only (a) providers
of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) ,
as defined in, and in accordance with, Articles L.411-2-II-1 and
D.321-1 of the French Code monétaire et financier and/or (b)
qualified investors (investisseurs qualifiés) acting for their own
account, other than individuals, as defined in, and in accordance
with, Articles L.411-2-II-2, D.411-1 D.744-1, D.754-1 and D.764-1
of the French Code monétaire et financier are eligible to
participate in the Exchange Offer. This announcement and the
Exchange Offer Memorandum have not been and will not be submitted
for clearance to nor approved by the Autorité des marchés
financiers ("AMF").
Pursuant to Article 211-3 of the General Regulation of the AMF,
Holders and any Direct Participant are informed that the New Notes
cannot be distributed (directly or indirectly) to the public in
France otherwise than in accordance with Articles L.411-1, L.411-2,
L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et
financier.
Belgium
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offer have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority ("Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten") and, accordingly, the Exchange Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (the
"Belgian Takeover Law") or as defined in Article 3 of the Belgian
Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated
markets (the "Belgian Prospectus Law"), both as amended or replaced
from time to time. Accordingly, the Exchange Offer may not be
advertised and the Exchange Offer will not be extended, and neither
this announcement, the Exchange Offer Memorandum nor any other
documents or materials relating to the Exchange Offer (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than (i) to
persons which are "qualified investors" in the sense of Article 10
of the Belgian Prospectus Law, acting on their own account; or (ii)
in any other circumstances set out in Article 6, --4 of the Belgian
Takeover Law and Article 3, --4 of the Belgian Prospectus Law. This
announcement and the Exchange Offer Memorandum has been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Exchange Offer. Accordingly, the
information contained in this announcement and the Exchange Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
General
Neither this announcement nor the Exchange Offer Memorandum
constitutes an offer to sell or buy or the solicitation of an offer
to sell or buy the Existing Notes and/or New Notes, as applicable,
(and offers of Existing Notes for exchange pursuant to the Exchange
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Exchange Offer to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction, that
Exchange Offer shall be deemed to be made by such Dealer Manager or
such affiliate (as the case may be) on behalf of the Issuer in such
jurisdiction.
Each Holder participating in the Exchange Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to above and generally as set out in the section of the
Exchange Offer Memorandum entitled "Procedures for Participating in
the Exchange Offer". Any offer of Existing Notes for exchange
pursuant to the Exchange Offer from a Holder that is unable to make
these representations will not be accepted. Each of the Issuer, the
Dealer Managers and the Exchange Agent reserves the right, in its
absolute discretion, to investigate, in relation to the offer of
Existing Notes for exchange pursuant to the Exchange Offer, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such
offer shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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