NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES")
6 February 2015
FERREXPO FINANCE PLC ANNOUNCES AMENDMENTS TO THE EXCHANGE OFFER CONSIDERATION AND AN EXTENSION OF THE EXCHANGE DEADLINE IN RESPECT OF THE EXCHANGE OFFER FOR ITS U.S.$500,000,000 7.875 PER CENT. GUARANTEED NOTES DUE 2016
FERREXPO FINANCE PLC (the "Issuer") today announces it has:
(i) increased the Cash Consideration (as defined below) to 25 per cent. from 20 per cent. and, as a result of such increase, decreased the number of New Notes (as defined below) to be received in the Exchange Offer (as defined below) from 80 per cent. to 75 per cent., in each case where such percentage change relates to the aggregate principal amount of Existing Notes (as defined below), the subject of an Exchange Instruction; and
(ii) extended the Exchange Deadline (as defined below) to 11:59 p.m. New York time on 20 February 2015,
each in relation to its invitation to holders (subject to the offer restrictions referred to below) of its outstanding U.S.$500,000,000 7.875 per cent. Guaranteed Notes due 2016 (the "Existing Notes") to offer to exchange any and all of the Existing Notes for a combination of cash and new United States dollar denominated guaranteed amortising notes (the "New Notes") to be issued by the Issuer, guaranteed by the New Guarantors and issued with the benefit of a surety agreement from the Surety equal to the aggregate principal amount of Existing Notes validly offered and accepted for exchange by the Issuer (the "Exchange Offer") as set out in the exchange offer memorandum dated 19 January 2015 as amended by the announcement relating to the Exchange Offer dated 4 February 2015 (together, the "Exchange Offer Memorandum").
As at 12:00 noon (London time) on 5 February 2015, approximately 34.17 per cent. of the holders of the Existing Notes (being U.S.$ 170,874,000 in aggregate nominal amount) had been validly offered for exchange pursuant to the Exchange Offer.
Amendments to the Exchange Offer Consideration
Holders of Notes who (i) have validly submitted Exchange Instructions to the Exchange Agent prior to this announcement or (ii) validly submit Exchange Instructions to the Exchange Agent at or prior to the Exchange Deadline which are accepted for exchange by the Issuer will be eligible to receive the Amended Exchange Offer Consideration (being a combination of (A) New Notes in an aggregate principal amount equal to 75 per cent. (previously 80 per cent.) of the aggregate principal amount of Existing Notes, the subject of such Exchange Instruction(s) and (B) a cash consideration amount equal to 25 per cent. (previously 20 per cent.) of the aggregate principal amount of Existing Notes accepted for exchange (the "Cash Consideration")), plus Accrued Interest and any applicable Cash Rounding Amount.
Extension of the Exchange Deadline
The Issuer has exercised its right to extend the Exchange Deadline to 11:59 p.m. New York time on 20 February 2015.
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The definition on page 16 of the Exchange Offer Memorandum of "Early Cash Consideration" shall be deemed to be deleted in its entirety and replaced with the following definition (and references to Early Cash Consideration in the Exchange Offer Memorandum shall be to such term as so amended):
"Cash Consideration" An amount in cash of U.S.$250 per U.S.$1,000 in aggregate principal amount of the Existing Notes.
The definitions on page 16 of the Exchange Offer Memorandum of "Early Exchange Offer Consideration" and "Base Exchange Offer Consideration" shall be deemed to be deleted in their entirety and replaced with the following definition (and references to Early Exchange Offer Consideration and Base Exchange Offer Consideration in the Exchange Offer Memorandum shall be to such terms as so amended):
"Amended Exchange Offer Consideration" A combination of (i) New Notes in an aggregate principal amount equal to 75 per cent. of the aggregate principal amount of Existing Notes validly offered and accepted for exchange pursuant to the Exchange Offer and (ii) the Cash Consideration.
The definitions on pages 16 and 17 of the Exchange Offer Memorandum of "Exchange Deadline" and "Final Exchange Deadline" shall be deemed to be deleted in their entirety and replaced with the following definition (and references to Exchange Deadline and Final Exchange Deadline in the Exchange Offer Memorandum shall be to such terms as so amended):
"Exchange Deadline" 11:59 p.m. New York time on 20 February 2015 (subject to the right of the Issuer to amend and/or withdraw the Exchange Offer).
The definitions of "Settlement Date" and "Final Settlement Date" in the Exchange Offer Memorandum shall be deemed to be deleted in their entirety and replaced with the following definition (and references to Settlement Date and Final Settlement Date in the Exchange Offer Memorandum shall be to such terms as so amended):
"Settlement Date" On or about 24 February 2015 (subject to the right of the Issuer to extend, re-open, amend and/or terminate any or all of the Exchange Offer).
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Notwithstanding the provisions of the Exchange Offer Memorandum, Holders who have already submitted Exchange Instructions who wish to revoke such instructions may do so by revoking their Exchange Instructions by 11:59 p.m. (New York time) on 9 February 2015. Thereafter, any Exchange Instruction submitted prior to the date of this announcement will be irrevocable except in the limited circumstances described in the section titled "Amendment and Termination" in the Exchange Offer Memorandum. Holders wishing to exercise any right of revocation as set out above should do so in accordance with the procedures set out in the section titled "Procedures for Participating in the Exchange Offer" in the Exchange Offer Memorandum. Holders who have already submitted Exchange Instructions who do not wish to revoke such instructions do not need to take any further action as a result of this announcement.
Copies of the Exchange Offer Memorandum are available from the Exchange Agent as set out below. Holders are urged to read the Exchange Offer Memorandum carefully. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum. Noteholders are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer.
Credit Suisse Securities (Europe) Limited and Morgan Stanley & Co. International plc are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Exchange Agent.
Questions and requests for assistance in connection with the Exchange Offer may be directed to either Dealer Manager.
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Dealer Managers |
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Credit Suisse Securities (Europe) Limited |
Morgan Stanley & Co. International plc |
One Cabot Square Canary Wharf London E14 4QA United Kingdom Tel: +44 207 883 8763 Fax: +44 207 892 1310 Attention: Liability Management Desk |
25 Cabot Square Canary Wharf London E14 4QA United Kingdom Tel: +44 207 677 5040 Email: [email protected] Attention: Liability Management |
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Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent.
Exchange Agent |
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 (0) 20 7704 0880 Email: [email protected] Attention: Paul Kamminga
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DISCLAIMERThis announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Existing Notes for exchange pursuant to the Exchange Offer. None of the Dealer Managers, the Exchange Agent or the Issuer makes any recommendation as to whether Noteholders should offer Existing Notes for exchange pursuant to the Exchange Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement, nor the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer Memorandum comes are required by the Issuer, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
United States
Neither the Exchange Offer nor the New Notes has been registered under the United States Securities Act of 1933 (the "Securities Act") or any other securities laws and the Exchange Offer is only directed at, and the New Notes are only being offered and will only be issued to, holders of record of Existing Notes as of the Record Date who can represent that they are either (i) "qualified institutional buyers" ("QIBs") (as defined in Rule 144A ("Rule 144A") under the Securities Act) or (ii) outside the United States and not U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) and are lawfully able to participate in the Exchange Offer in compliance with applicable laws of applicable jurisdictions (each such person, an "Eligible Holder"). Only Eligible Holders are authorised to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer. For a description of restrictions on transfer of the New Notes, see "Selling and Transfer Restrictions" in the Preliminary Prospectus.
Italy
None of the Exchange Offer, this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Exchange Offer may only be carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act"), and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Existing Notes can offer to exchange some or all of the Existing Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in respect of the Existing Notes and/or the Exchange Offer.
United Kingdom
The communication of this announcement and the Exchange Offer Memorandum by the Issuer and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
France
The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Exchange Offer Memorandum or any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) , as defined in, and in accordance with, Articles L.411-2-II-1 and D.321-1 of the French Code monétaire et financier and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, as defined in, and in accordance with, Articles L.411-2-II-2, D.411-1 D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier are eligible to participate in the Exchange Offer. This announcement and the Exchange Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers ("AMF").
Pursuant to Article 211-3 of the General Regulation of the AMF, Holders and any Direct Participant are informed that the New Notes cannot be distributed (directly or indirectly) to the public in France otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier.
Belgium
Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This announcement and the Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this announcement and the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
General
Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, (and offers of Existing Notes for exchange pursuant to the Exchange Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, that Exchange Offer shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the Issuer in such jurisdiction.
Each Holder participating in the Exchange Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section of the Exchange Offer Memorandum entitled "Procedures for Participating in the Exchange Offer". Any offer of Existing Notes for exchange pursuant to the Exchange Offer from a Holder that is unable to make these representations will not be accepted. Each of the Issuer, the Dealer Managers and the Exchange Agent reserves the right, in its absolute discretion, to investigate, in relation to the offer of Existing Notes for exchange pursuant to the Exchange Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such offer shall not be accepted.
