TIDMFXPO
RNS Number : 2827Q
Ferrexpo PLC
16 June 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")
16 June 2015
FERREXPO FINANCE PLC - EXCHANGE OFFER AND CONSENT SOLICITATION
FOR ITS US$285,669,000 7.875 PER CENT. OUTSTANDING GUARANTEED NOTES
DUE 2016 - ANNOUNCEMENT OF RESULTS AT EARLY EXCHANGE AND CONSENT
DEADLINE
Ferrexpo plc is pleased to announce that, as of the Early
Exchange and Consent Deadline (11:59 p.m. New York time on 15 June
2015), Ferrexpo Finance plc had received instructions with respect
to 84.53% of the aggregate principal amount of the Existing Notes
outstanding, of which 99.42% voted in favour. This is above the
requisite 75% majority required to complete the Exchange Offer as
set out in the Exchange Offer and Consent Solicitation Memorandum
dated 28 May 2015. All instructions received from noteholders are
irrevocable. The Exchange Offer will remain open for an additional
10 business days until 11:59 p.m. (New York time) on 30 June 2015.
Settlement of the Exchange Offer is currently expected to occur in
early July 2015. If the Exchange Offer is completed successfully,
the US$285,669,000 of Existing Notes due in April 2016 will be
exchanged for cash of approximately US$99,985,000 and for
approximately US$185,684,000 of New Notes which have substantially
identical terms and conditions to the Ferrexpo Finance plc 2019
notes issued in February 2015. Ferrexpo plc will make additional
announcements as required.
For further information, please contact:
Ferrexpo:
Ingrid McMahon +44 207 389 8304
Maitland:
Peter Ogden +44 207 379 5151
Notes:
Capitalised terms used in this announcement but not defined have
the meanings given to them in the exchange offer and consent
solicitation memorandum dated 28 May 2015 (the "Exchange Offer and
Consent Solicitation Memorandum") relating to the Issuer's
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 (i) offer to
exchange any and all of the Existing Notes on a par for par basis
for the Exchange Offer Consideration (the "Exchange Offer") and
(ii) solicit consents in connection with the Proposal as set out in
the Exchange Offer and Consent Solicitation Memorandum (the
"Consent Solicitation").
All Exchange Instructions that have been submitted as of the
Early Exchange and Consent Deadline are non-revocable, save as set
out under "Amendment and Termination" in the Exchange Offer and
Consent Solicitation Memorandum.
Copies of the Exchange Offer and Consent Solicitation Memorandum
are available from the Exchange and Tabulation Agent as set out
below.
Noteholders are advised to read carefully the Exchange Offer and
Consent Solicitation Memorandum for full details of and information
on the procedures for participating in the Exchange Offer and
Consent Solicitation.
Deutsche Bank AG, London Branch is acting as Dealer Manager and
Lucid Issuer Services Limited is acting as Exchange and Tabulation
Agent.
Questions and requests for assistance in connection with the
Exchange Offer and Consent Solicitation may be directed to the
Dealer Manager.
Dealer Manager
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: Liability Management Group
Tel: +44 20 754 76153 / +44 20 754 76568
Email: ferrexpo.lm@list.db.com
Questions and requests for assistance in connection with the
delivery of Exchange Instructions, Electronic Voting Instructions
and/or Forms of Sub-Proxy may be directed to the Exchange and
Tabulation Agent.
Exchange and Tabulation 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 and Consent Solicitation Memorandum. This
announcement and the Exchange Offer and Consent Solicitation
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Exchange
Offer and Consent Solicitation. If you are in any doubt as to the
contents of this announcement or the Exchange Offer and Consent
Solicitation 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 Manager, the Exchange and
Tabulation 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 and Consent
Solicitation 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 and
Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
or the Exchange Offer and Consent Solicitation Memorandum comes are
required by the Issuer, the Dealer Manager and the Exchange and
Tabulation 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 and Consent Solicitation Memorandum or to
participate in the Exchange Offer and Consent Solicitation. 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 and Consent Solicitation 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
and Consent Solicitation 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 and Consent Solicitation
Memorandum nor 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 and
Consent Solicitation 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 and Consent
Solicitation 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 and Consent Solicitation 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 and
Consent Solicitation 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 and Consent
Solicitation 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 and Consent
Solicitation 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 or Consent Solicitation to
be made by a licensed broker or dealer and the Dealer Manager or
any of its affiliates is such a licensed broker or dealer in any
such jurisdiction, that Exchange Offer or the Consent Solicitation,
as the case may be, shall be deemed to be made by the 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 and Consent Solicitation Memorandum entitled
"Procedures for Participating in the Exchange Offer and the Consent
Solicitation". 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 Manager and the Exchange and Tabulation 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
MSCFMGMVLVRGKZG
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