(In United States dollars, except where noted otherwise)
VANCOUVER, Feb. 21, 2018 /PRNewswire/ -- First Quantum
Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol
"FM") today announced that it has successfully completed the
pricing of its offering of Senior Notes due 2024 and 2026. The
original offering amount of $1,500
million has been increased to $1,850
million, comprised of $850
million of Senior Notes due 2024 (the "2024 Notes") and
$1,000 million of Senior Notes due
2026 (the "2026 Notes" and together with the 2024 Notes, the
"Notes").
Interest on the 2024 Notes will accrue at a rate of 6.500% per
annum and interest on the 2026 Notes will accrue at a rate of
6.875% per annum. Settlement is expected to take place on or about
February 27, 2018, subject to
customary conditions precedent for similar transactions.
The Notes will be senior obligations of the Company and will be
guaranteed by certain of the Company's subsidiaries. Interest will
be payable semi-annually.
The Company intends to use the proceeds from the sale of the
Notes (i) to prepay all of the outstanding indebtedness under the
Company's term loan facility entered into on October 19, 2017, (ii) to repay amounts drawn and
outstanding under the Company's revolving credit facility entered
into on October 19, 2017 to provide
liquidity sufficient to fund the Company's share of remaining
capital expenditures relating to the Cobre Panama project, (iii)
for general corporate purposes and (iv) to pay fees associated with
the offering.
As a result of this offering, the Company is no longer pursuing
the $2.25 billion project finance
facility as a source of financing for the Cobre Panama project.
This announcement is not an offer of securities for sale in
the United States or any other
jurisdiction. The Notes have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States absent
registration or an applicable exemption from registration
requirements. Any offers of the Notes will be made only by means of
the offering memorandum. The Company does not intend to register
any portion of this offering in the
United States or to conduct a public offering in
the United States or any other
jurisdiction. Any public offering of securities to be made in
the United States would be made by
means of a prospectus that would contain detailed information about
the Company and its management, as well as financial
statements.
It may be unlawful to distribute this announcement in certain
jurisdictions. The information in this announcement does not
constitute an offer of securities for sale in the United States, Canada, Japan, Australia or any other jurisdiction.
In member states of the EEA, this announcement and any offer of
securities if made subsequently is directed only at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive ("Qualified Investors"). Any person in the EEA
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 other than Qualified Investors or
persons in the UK and other Member States (where equivalent
legislation exists) 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 to
persons where this would result in a requirement for publication by
the Company of a prospectus pursuant to Article 3 of the Prospectus
Directive. 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).
This communication is only directed at (i) persons who are
outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) the high net worth entities, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). The securities 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.
14th Floor, 543 Granville Street
Vancouver, British Columbia
V6C 1X8
+1 604-688-6577
On Behalf of the Board of Directors of First Quantum Minerals
Ltd.
G. Clive
Newall
President
For further information visit our website at
www.first-quantum.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, performance or achievements of the Company to be
materially different from any future results, 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 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. 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 2002/92/EC ("IMD"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1)
of MiFID II. 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 has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS
Regulation.
North American contact: Sharon
Loung, Director, Investor Relations, (647) 346-3934 or Toll
Free: 1 (888) 688-6577, (604) 688-3818 (FAX),
sharon.loung@fqml.com; United
Kingdom contacts: Clive
Newall, President, +44 207 612 8674, +44 140 327 3494 (FAX),
clive.newall@fqml.com; Hannes Meyer,
Chief Financial Officer, +44 207 612 8616, hannes.meyer@fqml.com;
Martin Walker, Group Treasurer, +44
207 612 8638, martin.walker@fqml.com