GSM Ferroglobe PLC

Ferroglobe PLC (NASDAQ: GSM) (the “Company”) refers to the Company’s release on March 28, 2021 regarding the lock-up agreement dated March 27, 2021 (the “Lock-Up Agreement”) between the Company and certain financial stakeholders.

The Company is pleased to announce that holders of approximately 96% by value of the 9.375% Senior Notes due 2022 issued by the Company and Globe Specialty Metals, Inc (the “2022 Senior Notes”) have signed or acceded to the Lock-Up Agreement.

In light of this, the Company has agreed an amendment to the Lock-Up Agreement to allow it to proceed to implement the transaction by way of an exchange offer instead of an English law scheme of arrangement. The exchange offer will also involve a concurrent solicitation of consents to amend the terms of any non-participating 2022 Senior Notes to eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. Further details of the exchange offer will be made available to holders of 2022 Senior Notes in due course.

Comments

Beatriz García-Cos, Ferroglobe’s Chief Financial Officer, commented, “With approximately 96% of our existing noteholders consenting, we view the response as a positive confirmation of the investment community’s support for our refinancing and confidence in the Company’s strategic plan. We thank the ad hoc group of noteholders for their continued support in driving this forward. The decision to follow an exchange offer instead of a scheme of arrangement presents a quicker and more cost-effective path towards closing and funding, which are important to support execution of our plan. Overall, this is a terrific outcome for our Company and an important milestone in the broader refinancing.”

Next Steps

Holders of the 2022 Senior Notes that have not yet signed the Lock-Up Agreement may contact the Information Agent at ProjectFox@glas.agency to access further information relating to the transaction and for details of how to accede to the Lock-Up Agreement.

Noteholders may still become eligible for the 0.5% Late Cash Consent Fee by signing the Lock-Up Agreement and holding 2022 Senior Notes that became locked-up notes on or prior to the date on which the solicitation period of the exchange offer ends, and the 1.75% Exchange Offer Equity Fee by participating in the exchange offer

About Ferroglobe

Ferroglobe is one of the world’s leading suppliers of silicon metal, silicon-based and manganese-based specialty alloys and ferroalloys, serving a customer base across the globe in dynamic and fast-growing end markets, such as solar, automotive, consumer products, construction and energy. For more information, visit http://investor.ferroglobe.com.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of U.S. securities laws. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe Ferroglobe’s future plans, strategies and expectations. Forward-looking statements often use forward-looking terminology, including words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intends”, “likely”, “may”, “plan”, “potential”, “predicts”, “seek”, “will” and words of similar meaning or the negative thereof.

Forward-looking statements contained in this press release are based on information currently available to Ferroglobe and assumptions that management believe to be reasonable but are inherently uncertain. As a result, Ferroglobe’s actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Ferroglobe’s control.

All information in this press release is as of the date of its release. Ferroglobe does not undertake any obligation to update publicly any of the forward-looking statements contained herein to reflect new information, events or circumstances arising after the date of this press release. You should not place undue reliance on any forward-looking statements, which are made only as of the date of this press release.

No offer

This press release is not an offer to sell or a solicitation of an offer to buy or exchange or acquire securities in the United States or in any other jurisdiction. The securities referenced in this press release may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from the registration requirement under the U.S. Securities Act of 1933, as amended. This press release is not directed at, or intended for distribution, publication, availability to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law or regulation, or which would require any registration or licensing within such jurisdiction.

Summary only

This press release is intended as a summary only, and holders of 2022 Senior Notes should refer to the additional details of the terms of the New $40 Equity, the New $60m Notes and the Reinstated $350m Notes set forth in the Company’s press release on March 28, 2021, and the detailed terms set out in the Lock-Up Agreement.

INVESTOR CONTACT:

Gaurav Mehta Executive Vice President - Investor Relations investor.relations@ferroglobe.com

MEDIA CONTACT:

Cristina Feliu Roig Executive Director – Communications & Public Affairs corporate.comms@ferroglobe.com

Source: Ferroglobe PLC