TIDM65LC
RNS Number : 0702I
Sirius Minerals Finance No.2 Ltd.
30 March 2020
In respect of the 2027 Bonds
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT
SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN FINANCIAL AND/OR
LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES,
IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
Sirius Minerals Finance No. 2 Limited
(LEI: 213800AEIUFREGVNZZ49)
(the Issuer)
NOTICE TO HOLDERS
(Bondholders)
of the Issuer's outstanding
U.S.$106,600,000 5 per cent. Guaranteed Convertible Bonds due
2027
(the Bonds)
Guaranteed by, and convertible into Ordinary Shares of, Anglo
American Woodsmith Limited (formerly known as Sirius Minerals Plc)
(the Guarantor)
ISIN: XS1991118255
Capitalised terms that are not defined in this notice shall have
the meanings given to them in the Terms and Conditions of the Bonds
(the Conditions).
This notice is a Change of Control Notice as required by the
Conditions.
30 March 2020. On 20 January 2020, the boards of the Guarantor,
Anglo American plc ("Anglo American") and Anglo American Projects
UK Limited ("Bidco") announced that they had reached agreement on
the terms of a recommended cash acquisition of the entire issued
and to be issued ordinary share capital of the Guarantor by Bidco
(the "Acquisition"), to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme") which was contained in a document sent
to the Shareholders on 7 February 2020 (the "Scheme Document"). The
"Offer Price" at which each Ordinary Share was purchased pursuant
to the Scheme was GBP 0.055.
Full details of the Acquisition are set out in the Scheme
Document.
On 17 March 2020 the Guarantor announced that the Scheme had
become effective as of such date in accordance with its terms.
Further to that notice, Bondholders are hereby notified that such
event constituted a Change of Control. Anglo American, through its
wholly owned subsidiary Bidco, has now completed the Acquisition of
the Guarantor.
The Guarantor was renamed as Anglo American Woodsmith Limited on
18 March 2020.
This notice confirms details regarding Bondholders' entitlement
to exercise their Conversion Rights as provided in the Conditions
and their entitlement to exercise their rights to require
redemption of their Bonds pursuant to Condition 7(e).
The Change of Control Period commenced on 17 March 2020, and the
last day of the Change of Control Period will be 29 May 2020 (being
the date falling 60 calendar days after the date of this
notice).
Conversion of Bonds
Immediately prior to the occurrence of the Change of Control,
the Exchange Price was U.S.$0.2443.
The indicative Change of Control Exchange Price applicable with
effect from the first day of the Change of Control Period on the
basis of such Exchange Price was U.S.$0.1995.
For the avoidance of doubt, the actual Change of Control
Exchange Price applicable to a particular exercise of Conversion
Rights will be the Exchange Price as at the relevant Conversion
Date adjusted in accordance with Condition 6(b)(x).
The Closing Price of the Ordinary Shares on 16 March 2020 (being
the latest practicable date prior to the publication of this
notice, and also being the final date on which the Ordinary Shares
were listed on the London Stock Exchange) was GBP 0.0549.
Bondholders remain entitled to exercise their Conversion Rights
as provided in the Conditions. However, as previously advised to
Bondholders on 7 February 2020, a Change of Control Conversion
Right Amendment has been made to the articles of the Guarantor so
that any Ordinary Shares issued upon the exercise of Conversion
Rights after the Scheme became effective will be immediately
transferred to Bidco in exchange for which the relevant Bondholder
will receive, as transferor, an amount in cash equal to the Offer
Price for each Ordinary Share transferred.
Redemption at the Option of Bondholders upon a Change of
Control
Pursuant to Condition 7(e), as a result of the occurrence of a
Change of Control, the holder of each Bond will have the right to
require the Issuer to redeem that Bond on the relevant Put Date at
its Accreted Principal Amount of U.S.$ 211,134.83, together with
accrued and unpaid interest of U.S.$ 694.44 per U.S.$200,000 Bond
up to (but excluding) such date. To exercise such right in respect
of the Bonds held by it in Euroclear Bank S.A./N.V. ("Euroclear")
and/or Clearstream Bank S.A. ("Clearstream, Luxembourg"), the
holder of such Bonds must give notice to the Paying, Transfer and
Conversion Agent in accordance with the standard procedures of
Euroclear and Clearstream, Luxembourg (which may include notice
being given on such Bondholder's instruction by Euroclear or
Clearstream, Luxembourg or any common depository for them to the
Paying, Transfer and Conversion Agent by electronic means), at any
time during the Change of Control Period.
The Put Date will be 18 June 2020 (being the fourteenth London
business day after the expiry of the Change of Control Period).
Payment in respect of any such Bond shall be made by transfer to
a U.S. dollar account with a bank in New York City as specified by
the relevant Bondholder in the relevant Put Exercise Notice. A Put
Exercise Notice, once delivered, shall be irrevocable and the
Issuer shall redeem all Bonds the subject of Put Exercise Notices
delivered as aforesaid on the relevant Put Date.
For further information, Bondholders should contact:
Anglo American Woodsmith Limited
3rd Floor Greener House
68 Haymarket
London SW1Y 4RF
United Kingdom
Telephone: +44 (0) 20 7968 8888
Email: treasuryfrontofficeldn@angloamerican.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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