First Quantum Minerals Ltd. Announces Results of Tender Offers
TORONTO, ONTARIO--(Marketwired - Mar 20, 2017) -
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM) today announced the results of its offers to purchase for cash (i) any and all of its US$350,000,000 aggregate principal amount outstanding 7.25% Senior Notes due 2019 (the "2019 Notes") and (ii) any and all of its US$1,120,498,000 aggregate principal amount outstanding 6.75% Senior Notes due 2020 (the "2020 Notes", and together with the 2019 Notes, the "Notes") from holders of the Notes ("Holders"), as further described in the offer to purchase dated March 13, 2017 (the "Offer to Purchase"). The offer to purchase the 2019 Notes and the offer to purchase the 2020 Notes are collectively referred to herein as the "Offers". The Offers expired at 5:00 p.m., New York City time, on March 17, 2017 (the "Expiration Date"). The Offers were made upon the terms and conditions set out in in the Offer to Purchase and the related Notice of Guaranteed Delivery. Capitalized terms used but not otherwise defined in this press release shall have the meanings given to them in the Offer to Purchase.
The Company announces that US$232,979,000 aggregate principal amount of 2019 Notes and US$833,348,000 aggregate principal amount of 2020 Notes were validly tendered and not withdrawn at or prior to the Expiration Date and will be accepted for purchase by the Company. These amounts include US$278,000 aggregate principal amount of 2020 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the Company remains subject to the Holders' performance of the delivery requirements under such procedures.
Notes | CUSIP Number | ISIN | Aggregate Principal Amount Accepted1 | Principal Amount Outstanding Following Completion of the Offers1 | Notes Consideration2 |
| 7.25% Senior Notes due 2019 | Reg S: C3535CAB4 144A: 335934AA3 | Reg S: USC3535CAB49 144A: US335934AA33 | US$232,979,000 | US$117,021,000 | US$1,038.50 |
| 6.75% Senior Notes due 2020 | Reg S: C3535CAC2 144A: 335934AD7 | Reg S: USC3535CAC22 144A: US335934AD71 | US$833,348,000 | US$287,150,000 | US$1,036.00 |
| (1) | Assumes that all 2020 Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Tender and Information Agent at or prior to 5:00 p.m., New York City time, on March 21, 2017 and otherwise in accordance with the Notice of Guaranteed Delivery. | |
| (2) | Per US$1,000 principal amount of Notes accepted for purchase and excluding Accrued Interest. |
The Company will pay the applicable Notes Consideration with respect to Notes accepted for purchase promptly after the Expiration Date, which is expected to be March 22, 2017 (the "Settlement Date"). In addition, Holders of Notes accepted for purchase in the Offers will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date ("Accrued Interest"). Notes purchased in the Offers will be retired and cancelled.
Subject to the satisfaction of certain conditions, the Company intends to redeem the 2019 Notes and 2020 Notes that are not validly tendered and accepted for purchase in the Offers in accordance with the terms of the applicable Indenture governing such Notes, at the then applicable redemption prices of 103.625% and 103.375%, respectively, plus accrued and unpaid interest to (but not including) the applicable date of redemption, which is expected to be April 12, 2017.
Barclays Capital Inc., BNP Paribas and J.P. Morgan Securities LLC acted as "Dealer Managers" for the Offers. In connection with the Offers, Lucid Issuer Services Limited was appointed as tender agent and as information agent (in such capacities, the "Tender and Information Agent"). Holders with questions about the Offers should contact the Dealer Managers or the Tender and Information Agent.
DISCLAIMER
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offers were made solely pursuant to the Offer to Purchase.
Questions may be directed to the Tender and Information Agent or the Dealer Managers at their addresses set forth below.
The Tender and Information Agent for the Offers was:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Fax: +44 20 3004 1590
Attention: Thomas Choquet
Email: fqm@lucid-is.com
The Dealer Managers for the Offers were:
| Barclays Capital Inc. | BNP Paribas | J.P. Morgan Securities LLC |
| 745 Seventh Avenue | 10 Harewood Avenue | 383 Madison Avenue, 3rd Floor |
| New York, New York 10019 | London NW1 6AA | New York, New York 10179 |
| United States of America | United Kingdom | United States of America |
| Attn: Liability Management Group | Attn: Liability Management Group | Attn: Liability Management Group |
| U.S. Collect: +1 (212) 528-7581 | U.K. Collect: +44 20 7595-8668 | U.S. Collect: +1 (212) 834-3424 |
| U.K. Collect: +44 20 3134-8515 | Email: | U.S. Toll Free: +1 (866) 834-4666 |
| Email: | liability.management@bnpparibas.com | Email: |
| liability.management@barclays.com | JPM_LM@jpmorgan.com |
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.
Contact
North American contact:
Sharon Loung
Director, Investor Relations
(647) 346-3934
(604) 688-3818
Toll Free: 1 (888) 688-6577
sharon.loung@fqml.com
United Kingdom contacts:
Clive Newall
President
+44 140 327 3484
+44 140 327 3494
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