MEXICO CITY, Sept. 22, 2020 /PRNewswire/
-- Fresnillo plc
("Fresnillo") (LSE: FRES; BMV:
FRES) announces that it has commenced an offer to purchase its
outstanding US$800,000,000 principal
amount of 5.500% Notes due 2023 (CUSIP/ISIN: 358070AA8;
G371E2AA6 / US358070AA88; USG371E2AA61) (the "Tender Securities")
pursuant to an offer (the "Tender Offer") to purchase for cash any
and all of the Tender Securities on the terms and subject to the
conditions set forth in the offer to purchase, dated September 22, 2020 (the "Offer to Purchase") and
the related notice of guaranteed delivery (the "Notice of
Guaranteed Delivery" and, together with the Offer to Purchase, the
"Offer Documents").
The Tender Offer will expire at 8:00
a.m. (New York City time)
on September 29, 2020, unless
extended (such date and time, as the same may be extended, the
"Expiration Date"). Tender Securities validly tendered may be
withdrawn at any time at or prior to 8:00
a.m. (New York City time)
on September 29, 2020, unless
extended, but not thereafter. The settlement date of the
Tender Offer will be promptly following the Expiration Date,
expected to be no later than three business days following the
Expiration Date, or October 2, 2020,
unless extended (such date, as the same may be extended, the
"Settlement Date").
Holders of Tender Securities who (i) validly tender their Tender
Securities on or prior to the Expiration Date or (ii) deliver a
properly completed and duly executed Notice of Guaranteed Delivery
and all other required documents at or prior to the Expiration Date
and tender their Tender Securities at or prior to 5:00 p.m. (New York
City time) on the second business day after the Expiration
Date, which is expected to be October 1,
2020, will be eligible to receive US$1,120.00 for each US$1,000 principal amount of Tender Securities
(the "Tender Consideration"). In addition to the Tender
Consideration, holders whose Tender Securities are accepted for
purchase will be paid the accrued and unpaid interest on such
Tender Securities to, but not including, the Settlement Date (the
"Accrued Coupon Payment"), together with any additional
interest. The Tender Consideration and the Accrued Coupon
Payment will be payable in cash. Interest will cease to
accrue on the Settlement Date for all Tender Securities purchased
in the Tender Offer.
Fresnillo's obligation to
accept and pay for the Tender Securities validly tendered and not
validly withdrawn pursuant to the Tender Offer is subject to (i)
the satisfaction of certain customary conditions described in the
Offer to Purchase, including the occurrence of an event that would
prohibit, restrict or delay the consummation of the Tender Offer or
materially impair the contemplated benefits to Fresnillo of the Tender Offer, (ii) the entry
by Fresnillo prior to the
Expiration Date into a purchase agreement, on terms and conditions
reasonably satisfactory to Fresnillo, in connection with an offering of
notes in the international capital markets, yielding net proceeds
to Fresnillo sufficient to fund
the aggregate Tender Consideration and Accrued Coupon Payment,
together with any additional interest thereon, due to holders of
the Tender Securities tendered in the Tender Offer, and (iii) the
successful closing of such offering and receipt by Fresnillo of the net proceeds therefrom on or
prior to the Settlement Date (the "New Bond Settlement
Condition"). These conditions may be waived by Fresnillo, in whole or in part, at any time
and from time to time, in its sole discretion, subject to
applicable law. The Tender Offer is not contingent upon the
tender of any minimum principal amount of Tender
Securities.
Tendering holders who wish to tender their Securities and also
subscribe for new notes to be offered by Fresnillo should quote a unique identifier
code, which can be obtained by contacting any of the Dealer
Managers (as defined below), through the Automated Tender Offer
Program of The Depository Trust Company (ATOP). A unique identifier
code is not required for a holder to tender its Securities, and
will not be taken into account in the acceptance of Securities in
the Tender Offer. The unique identifier code is only being provided
to facilitate identification of tendering holders of Securities
that may be interested in subscribing for new notes and should not
be considered consideration or an entitlement of any nature.
No assurances can be given that any holder that tenders Securities
and submits a unique identifier code will be given an allocation of
new notes at the levels it may subscribe for, or at all.
Subject to applicable law, the Tender Offer may be amended,
extended or, upon failure of a condition to be satisfied or waived
prior to the Expiration Date or Settlement Date (solely with
respect to the New Bond Settlement Condition), as the case may be,
terminated. If Fresnillo terminates the Tender Offer, it
will give prompt notice to the tender agent for the Tender Offer
and all Tender Securities tendered will be returned promptly to the
tendering holders thereof. With effect from such termination, any
Tender Securities blocked in DTC will be released.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Tender Securities as to
when such intermediary would need to receive instructions from such
holder in order for that holder to be able to participate in, or
withdraw their instruction to participate in, a Tender Offer,
before the deadlines specified herein and in the Offer Documents.
The deadlines set by any such intermediary and DTC for the
submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer Documents.
Fresnillo has retained
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and
Santander Investment Securities Inc. to act as dealer managers in
connection with the Tender Offer (the "Dealer Managers").
Global Bondholder Services Corporation will act as the tender agent
and information agent for the Tender Offer.
Any questions or requests for assistance regarding the Tender
Offer may be directed to Citigroup Global Markets Inc. at +1 (800)
558-3745 (toll-free) and (212) 723-6106 (collect), J.P. Morgan
Securities LLC at +1 (866) 846-2874 (toll-free) and (212) 834-7279
(collect) or Santander Investment Securities Inc. at +1 (855)
404-3636 (toll-free) and (212) 940-1442 (collect). Requests for
additional copies of the Offer Documents may be directed to Global
Bondholder Services Corporation at +1 (866)
470-4500 (toll-free) or +1 (212) 430-3774 (collect). The
Offer Documents can be accessed at the following link:
https://www.gbsc-usa.com/fres/.
* * *
This press release is for informational purposes only.
This press release shall not constitute an offer to purchase
or sell or the solicitation of an offer to sell or purchase any
securities, nor shall there be any offer, solicitation or sale of
any securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful. Any securities to be
issued by Fresnillo have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or any state or other
jurisdiction's securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
The Tender Offer is being made solely pursuant to the Offer
Documents. The Offer Documents have not been filed with, and have
not been approved or reviewed by any federal or state securities
commission or regulatory authority of any country. No
authority has passed upon the accuracy or adequacy of the Offer
Documents or any other documents related to the Tender Offer, and
it is unlawful and may be a criminal offense to make any
representation to the contrary. The Tender Offer is not being
made to holders of Tender Securities in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Tender Offer to be made by a licensed broker or dealer, the
Tender Offer will be deemed to be made on behalf of
Fresnillo by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS
EXCLUSIVELY FRESNILLO'S
RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE
MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN
NACIONAL BANCARIA Y DE VALORES). FRESNILLO HAS NOT FILED WITH THE CNBV A
REQUEST FOR AUTHORIZATION OF THE TENDER OFFER. THE TENDER OFFER
DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND IT MAY NOT BE PUBLICLY DISTRIBUTED
IN MEXICO. THE TENDER OFFER MAY
ONLY BE MADE AVAILABLE IN MEXICO
TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS
(INVERSIONISTAS INSTITUCIONALES OR INVERSIONISTAS
CALIFICADOS), SOLELY PURSUANT TO THE PRIVATE OFFERING EXEMPTION
SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY
DEL MERCADO DE VALORES) AND
REGULATIONS THEREUNDER. IN MAKING A DECISION AS TO WHETHER TO TENDER ANY OF THEIR TENDER
SECURITIES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND
EXAMINATION OF THE TERMS OF THE TENDER OFFER.
The information contained within this announcement is deemed by
Fresnillo plc to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014. Upon the publication of this announcement, this
inside information is now considered to be in the public domain.
The person making the notification is Carlos Ortiz Mena, Head of Legal, Fresnillo plc.
The communication of this press release and any other
documents or materials relating to the transactions described
herein is not being made and such documents and/or materials have
not been approved by an authorized person for the purposes of
Section 21 of the Financial Services and Markets Act 2000.
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 as a financial
promotion is only being directed at and made to those persons in
the United Kingdom falling within
the definition of investment professionals (as defined in this
document) and is for distribution only to persons who (i) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (ii) are persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order, (iii) are members
or creditors of certain bodies corporate as defined by or within
Article 43(2) of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with securities may otherwise lawfully be
communicated (all such persons together being referred to as
"relevant persons"). The Tender Offer is only available to, and the
Tender Offer is engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on any document
relating to the Tender Offer or any of its contents.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the
transactions described herein will be consummated or as to the
ultimate terms of any such transactions. Fresnillo undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information or future events or for any other
reason.
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SOURCE Fresnillo plc