NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES.
23 February 2015
FERREXPO FINANCE PLC ANNOUNCES RESULTS OF ITS EXCHANGE OFFER FOR ITS U.S.$500,000,000 7.875 PER CENT. GUARANTEED NOTES DUE 2016
FERREXPO FINANCE PLC (the "Issuer") today announces the results of its invitation to holders 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 the New Notes and the Cash Consideration (the "Exchange Offer").
As at the Exchange Deadline, the Minimum Participation Condition has not been satisfied. However, pursuant to the Exchange Offer Memorandum, the Issuer has decided to waive the Minimum Participation Condition and will accept in full all Existing Notes which were validly submitted and received by the Exchange Agent at or prior to the Exchange Deadline pursuant to the Exchange Offer, being U.S.$214,331,000 in aggregate principal amount of Existing Notes.
The Issuer intends to issue U.S.$160,724,000 in aggregate principal amount of New Notes on the Settlement Date, expected to be on or about 24 February 2015, and pay an aggregate principal amount of Cash Consideration of U.S.$53,582,750 on the Settlement Date.
Following the Settlement Date, U.S.$285,669,000 in aggregate principal amount of Existing Notes will remain outstanding.
The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 19 January 2015 (the "Exchange Offer Memorandum") as amended by the announcements made by the Issuer on 4 February 2015 and 6 February 2015.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
For further information, please contact:
Dealer Managers |
Credit Suisse Securities (Europe) Limited |
Morgan Stanley & Co. International plc |
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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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Exchange Agent |
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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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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.
