First Quantum Minerals Announces Senior Notes Offering
September 17 2020 - 6:31AM
First Quantum Minerals Ltd. (“First Quantum” or “the
Company”) (TSX:FM) today announced that it is launching an
offering (the “Offering”) of $1,000 million principal amount of
Senior Notes due 2027 (the "Notes").
The Notes will be senior unsecured obligations
of the Company and will be guaranteed by certain of the Company's
subsidiaries. Interest on the Notes will accrue from the issue date
and will be payable semi-annually. The interest rate and offering
price of each series of the Notes along with certain other terms
will be determined at the time of pricing of the offering, subject
to market conditions.The Company intends to apply the gross
proceeds from the sale of the Notes towards (i) the repayment of
$575 million principal amount under the Company’s existing
revolving credit facility and (ii) the redemption of $425 million
aggregate principal amount of the Company’s Senior Notes due 2022.
Fees and expenses associated with the Offering are expected to be
paid using cash on balance sheet. The Company has prepared an
offering memorandum which will be made available to selected
prospective purchasers of the Notes.
***
The information in this announcement does not
constitute an offer of securities for sale in the United States or
any other jurisdiction. Securities may not be offered or sold in
the United States unless they are registered or are exempt from the
registration of the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”). The Notes will not be registered under the
U.S. Securities Act, or the securities laws of any state of the
U.S. or other jurisdictions and the Notes will not be offered or
sold within the U.S. or to, or for the account or benefit of, U.S.
Persons (as defined in Regulation S of the U.S. Securities Act),
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities
Act and the applicable laws of other jurisdictions. The Company
does not intend to conduct a public offering in the United States
or any other jurisdiction. It may be unlawful to distribute this
announcement in certain jurisdictions.The information in this
announcement does not constitute an offer, or a solicitation of an
offer, of securities for sale in the United States, Canada, the
EEA, the UK, Switzerland, Panama, Hong Kong, Japan, Singapore, or
any other jurisdiction in which such an offer, solicitation or sale
is not permitted.In member states of the EEA (“Member States”) or
the UK, this announcement and any offer of securities if made
subsequently is directed only at persons who are "qualified
investors" (any such person a “Qualified Investor”) as defined in
Regulation (EU) 2017/1129 (as amended and superseded) (the
“Prospectus Regulation”). Any person in the EEA or the UK who
acquires securities in any offer of securities (an "investor") or
to whom any offer of securities is made will be deemed to have
represented and agreed that it is a Qualified Investor. Any
investor will also be deemed to have represented and agreed that
any securities acquired by it in the offer have not been acquired
on behalf of persons in the EEA or the UK other than Qualified
Investors or persons in the UK and other Member States for whom the
investor has authority to make decisions on a wholly discretionary
basis, nor have the securities been acquired with a view to their
offer or resale in the EEA or the UK to persons where this would
result in a requirement for publication by the Company of a
prospectus pursuant to the Prospectus Regulation. The Company and
others will rely upon the truth and accuracy of the foregoing
representations and agreements. This announcement constitutes a
public disclosure of inside information by the Company under
Regulation (EU) 596/2014 (16 April 2014). References to Regulations
or Directives include, in relation to the UK, those Regulations or
Directives as they form part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 or have been implemented in UK
domestic law, as appropriate.This communication is only directed at
(i) persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended,
(the “Order”), or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it
would otherwise be lawful to distribute to or direct at, all such
persons together being referred to as “relevant persons”. The Notes
are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be
engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this communication or any
of its contents.This announcement is not, and under no
circumstances is to be construed as, a prospectus, an advertisement
or a public offering of the securities referred to herein in
Canada. No securities commission or similar regulatory authority in
Canada has reviewed or in any way passed upon this announcement or
the merits of the securities referred to herein, and any
representation to the contrary is an offence.First Quantum's
address is set out below. For further information, including
obtaining a copy, once filed, of the report required to be filed
with applicable securities regulators in respect of the matters
described in this news release, please contact First Quantum at one
of the numbers listed at the end of this news release.Suite 2600,
Three Bentall Centre 595 Burrard Street, P.O. Box 49314 V7X 1L3
Tel: +1 416 361 6400 Toll Free: +1 888 688 6577
For further information visit our website at
www.first-quantum.com
North American contact: Lisa
Doddridge, Director, Investor Relations Tel: (416) 361-3400 Toll
free: 1 (888) 688-6577 United Kingdom contact:
Clive Newall, President Tel: +44 7802 721663 E-Mail:
info@fqml.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
Certain information contained in this news
release constitutes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and
forward-looking information under applicable Canadian securities
legislation. Such forward-looking statements or information involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, financial condition, performance or
achievements of the Company to be materially different from any
future results, financial condition, performance or achievements
expressed or implied by such forward-looking statements or
information. Such factors may include, among others, those factors
disclosed in the Company's documents filed from time to time with
the Alberta, British Columbia, Saskatchewan, Manitoba, New
Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and
Ontario Securities Commissions, the Autorité des marchés financiers
in Quebec, the United States Securities and Exchange Commission and
the London Stock Exchange.PROHIBITION OF SALES TO EEA OR UK
RETAIL INVESTORS
The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or the
UK. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU ("MiFID II") or (ii) a
customer within the meaning of Directive 2016/97/EU, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II or (iii) not a Qualified
Investor. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail
investors in the EEA or the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or the UK may be unlawful under the
PRIIPS Regulation.
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