Exchange Offer and Consent Solicitation

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")

28 May 2015

FERREXPO FINANCE PLC ANNOUNCES EXCHANGE OFFER AND CONSENT SOLICITATION FOR ITS U.S.$500,000,000 7.875 PER CENT. GUARANTEED NOTES DUE 2016

FERREXPO FINANCE PLC (the "Issuer") today announces 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 (i) offer to exchange any and all of the Existing Notes on a par for par basis for the Exchange Offer Consideration (as defined below) (the "Exchange Offer") and (ii) solicit consents in connection with the Proposal as set out in the Exchange Offer and Consent Solicitation Memorandum (as defined below) (the "Consent Solicitation").

The Exchange Offer - Exchange Instructions and Forms of Sub-Proxy

In respect of validly submitted Exchange Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy, received by the Exchange and Tabulation Agent at or prior to the Final Exchange and Consent Deadline which are accepted for exchange by the Issuer, Holders shall receive the Exchange Offer Consideration comprising (i) United States dollar denominated 10.375 per cent. guaranteed amortising notes due 2019 (the "New Notes") in an amount (subject to rounding) equal to 65 per cent. of the aggregate principal amount of Existing Notes accepted for exchange, and (ii) a cash consideration amount equal to 35 per cent. of the aggregate principal amount of Existing Notes accepted for exchange (the "Exchange Offer Consideration"). In addition, Holders who deliver, or arrange to have delivered on their behalf valid Exchange Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy, which are received by the Exchange and Tabulation Agent and accepted by the Issuer (A) at or prior to the Early Exchange and Consent Deadline, will be eligible to receive the Early Consent Fee or (B) after the Early Exchange and Consent Deadline but at or prior to the Final Exchange and Consent Deadline, will be eligible to receive the Base Consent Fee.

The Consent Solicitation - Electronic Voting Instructions and Forms of Sub-Proxy

Holders who deliver, or arrange to have delivered on their behalf a valid Electronic Voting Instruction or, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy, appointing the Exchange and Tabulation Agent (or its nominee) as proxy to vote in favour of the Extraordinary Resolution at the Meeting (including any adjournment thereof) (A) at or prior to the Early Exchange and Consent Deadline, will be eligible to receive the Early Consent Fee or (B) after the Early Exchange and Consent Deadline but at or prior to the Final Exchange and Consent Deadline, will be eligible to receive the Base Consent Fee.

The Early Consent Fee and Base Consent Fee

In respect of validly submitted Exchange Instructions, Electronic Voting Instructions and/or Forms of Sub-Proxy received by the Exchange and Tabulation Agent at or prior to the Early Exchange and Consent Deadline, the Early Consent Fee shall be U.S.$20 per U.S.$1,000 principal amount of Existing Notes.

In respect of validly submitted Exchange Instructions, Electronic Voting Instructions and/or Forms of Sub-Proxy received by the Exchange and Tabulation Agent after the Early Exchange and Consent Deadline but at or prior to the Final Exchange and Consent Deadline, the Base Consent Fee shall be U.S.$5 per U.S.$1,000 principal amount of Existing Notes.

Holders voting against the Extraordinary Resolution will not be eligible to receive a Consent Fee.

The Exchange Offer and Consent Solicitation are made on the terms and subject to the conditions set out in the Exchange Offer and Consent Solicitation Memorandum dated 28 May 2015 (the "Exchange Offer and Consent Solicitation Memorandum") and will expire at 11.59 p.m. (New York time) on 30 June 2015 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer and/or the Consent Solicitation) (the "Final Exchange and Consent Deadline").

The acceptance by the Issuer of all Existing Notes that have been validly offered for exchange in the Exchange Offer and payment of the applicable Consent Fee is conditional on the Extraordinary Resolution being successfully passed at the Meeting.

Copies of the Exchange Offer and Consent Solicitation Memorandum are available from the Exchange and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum.

 

EXISTING NOTES

 

Issuer/Title	ISIN	Guarantors/Surety	Amount Outstanding	Interest	Maturity Date	Ferrexpo plc Ratings
Ferrexpo Finance plc U.S.$500,000,000 7.875 per cent. Guaranteed Notes due 2016	Reg S: XS0614325586 Rule 144A: US31529TAB98	Ferrexpo plc, Ferrexpo AG, Ferrexpo Middle East FZE/Ferrexpo Poltava Mining (previously known as Ferrexpo Poltava GOK Corporation)	U.S.$285,669,000	7.875% per annum	7 April 2016	Caa3 (negative outlook)/ CCC+ (negative outlook)/ CCC

 

 

NEW NOTES

 

Issuer	New Guarantors/Surety	Issue Price	Interest	Final Maturity Date	Expected Notes Rating	Amortisation Schedule
Ferrexpo Finance plc	Ferrexpo plc, Ferrexpo AG, Ferrexpo Middle East FZE/Ferrexpo Poltava Mining (previously known as Ferrexpo Poltava GOK Corporation)	100%	10.375% per annum	7 April 2019	Caa3/CCC+/CCC	50% 7 April 2018 / 50% 7 April 2019

 

Overview

The Issuer is inviting Holders (subject to the offer restrictions referred to below) to offer to exchange their Existing Notes pursuant to the Exchange Offer for, in respect of validly submitted Exchange Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy, received by the Exchange and Tabulation Agent at or prior to the applicable Exchange and Consent Deadline, a combination of New Notes, the Cash Exchange Consideration and the applicable Consent Fee, Accrued Interest and any Cash Rounding Amount (if applicable).

In addition to the Exchange Offer, the Issuer is seeking approval by means of an Extraordinary Resolution of Holders to certain amendments to the Existing Notes under the Consent Solicitation.

[1]           This is an indicative rating to be confirmed on or prior to the Settlement Date.  

If the Extraordinary Resolution is passed and implemented, Holders who validly submit Electronic Voting Instructions or, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy,  which are received by the Exchange and Tabulation Agent at or prior to the applicable Exchange and Consent Deadline and which remain unrevoked at the Meeting will receive the applicable Consent Fee.

Purpose of the Exchange Offer and Consent Solicitation

In light of the current iron ore price environment and the recent changes in the outlook for iron ore prices, the Issuer would like to address the maturity profile of its debt portfolio so that it better matches the expected cash generation of the Group.

Before making a decision whether to offer Existing Notes for exchange, Holders should carefully consider all of the information contained in the Exchange Offer and Consent Solicitation Memorandum (including all of the information in, and incorporated by reference in, the Preliminary Prospectus) and, in particular, the risk factors described or referred to in "Risk Factors and Other Considerations" in the Exchange Offer and Consent Solicitation Memorandum and the Preliminary Prospectus Risk Factors.

 

Indicative Exchange Offer and Consent Solicitation Timetable

Events		Times and Dates
Commencement of the Exchange Offer and Consent Solicitation
Exchange Offer and Consent Solicitation announced. Exchange Offer and Consent Solicitation Memorandum available from the Exchange and Tabulation Agent. Publication of the Notice.		28 May 2015
Early Exchange and Consent Deadline
Deadline for receipt of valid Exchange Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy  by the Exchange and Tabulation Agent in order for Holders to be able to participate in the Exchange Offer and to be eligible to receive the Exchange Offer Consideration plus the Early Consent Fee.		11:59 p.m. (New York time) on 15 June 2015
Deadline for receipt of valid Electronic Voting Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy  by the Exchange and Tabulation Agent in order for Holders to participate in the Consent Solicitation (and not the Exchange Offer) and be eligible to receive (in the circumstances in which it is payable) the Early Consent Fee.
Final Exchange and Consent Deadline
Final deadline for receipt of valid Exchange Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy by the Exchange and Tabulation Agent in order for Holders to participate in the Exchange Offer and be eligible to receive the Exchange Offer Consideration plus the Base Consent Fee.		11:59 p.m. (New York time) on 30 June 2015
Deadline for receipt of valid Electronic Voting Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy  by the Exchange and Tabulation Agent in order for Holders to participate in the Consent Solicitation (and not the Exchange Offer) and be eligible to receive (in the circumstances in which it is payable) the Base Consent Fee.
Time and date of Meeting
Expected time and date of Meeting of Holders		10:00 a.m. London time on 2 July 2015
Announcement of Results
Announcement of whether the Issuer will accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer and, if so accepted, (i) the aggregate principal amount of Existing Notes received accepted for exchange, (ii) the results of the Meeting and (iii) the aggregate principal amount of New Notes to be issued on the Settlement Date.		As soon as reasonably practicable after the date of the Meeting.
Adoption of Extraordinary Resolution
If the Extraordinary Resolution is passed at the first Meeting, execution of the documentation amending the Existing Security Conditions.		On or about 2 July 2015
Settlement Date
Expected settlement date for Existing Notes which are the subject of valid Exchange Instructions and, with respect to Rule 144A Existing Notes, Forms of Sub-Proxy received by the Exchange and Tabulation Agent and accepted by the Issuer. Payment of the Exchange Offer Consideration and applicable Consent Fee and any Cash Rounding Amount (if applicable). Payment of the Early Consent Fee and the Base Consent Fee if the Extraordinary Resolution is passed at the first Meeting.		On or about 6 July 2015

The above times and dates are subject to the right of the Issuer to extend, re-open, amend, terminate and/or withdraw the Exchange Offer and/or the Consent Solicitation (subject to applicable law and as provided in the Exchange Offer and Consent Solicitation Memorandum). Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer and/or the Consent Solicitation before the applicable deadlines set out above. The deadlines set by the Clearing Systems for the submission of Exchange Instructions, Electronic Voting Instructions and/or Forms of Sub-Proxy will also be earlier than the applicable deadlines above. See "Procedures for Participating in the Exchange Offer and the Consent Solicitation" in the Exchange Offer and Consent Solicitation Memorandum.

Unless stated otherwise, announcements in relation to the Exchange Offer will be found on the relevant Reuters International Insider Screen and the website of the London Stock Exchange and be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. The notice convening the Meeting (and, if applicable, adjournment thereof) in respect of the Consent Solicitation will be published in accordance with the Existing Security Conditions and disclosed through the Clearing Systems. Copies of all such announcements, press releases and notices can also be obtained from the Exchange and Tabulation Agent, the contact details for which are at the bottom of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Exchange and Tabulation Agent for the relevant announcements during the course of the Exchange Offer and Consent Solicitation. In addition, holders of Existing Notes may contact the Dealer Manager for information using the contact details at the bottom of this announcement.

General

The Issuer may, in its sole discretion, extend, re-open, amend or waive any condition of, or terminate, the Exchange Offer at any time and amend or withdraw the Proposal being sought pursuant to the Consent Solicitation at any time (in each case subject to applicable law and as provided in the Exchange Offer and Consent Solicitation Memorandum). If the Proposal being sought pursuant to the Consent Solicitation is withdrawn by the Issuer, or, if the Extraordinary Resolution is not passed at the Meeting, the Issuer will terminate the Exchange Offer. Details of any such extension, re-opening, amendment, waiver, termination or withdrawal will be announced as provided in this announcement as soon as reasonably practicable after the relevant decision is made.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer or Consent Solicitation before the deadlines specified in the Exchange Offer and Consent Solicitation Memorandum. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions, Electronic Voting Instructions or Forms of Sub-Proxy will also be earlier than the relevant deadlines specified in the Exchange Offer and Consent Solicitation Memorandum.

For further information on the Exchange Offer and the Consent Solicitation and the further terms and conditions on which the Exchange Offer and the Consent Solicitation are made, Holders should refer to "Further Information and Terms and Conditions" in the Exchange Offer and Consent Solicitation Memorandum. Questions and requests for assistance in connection with the (a) Exchange Offer and/or the Proposal under the Consent Solicitation may be directed to the Dealer Manager, and (b) delivery of Exchange Instructions, Electronic Voting Instructions or Forms of Sub-Proxy may be directed to the Exchange and Tabulation Agent, the contact details for all of which are below.

 

Noteholders are advised to read carefully the Exchange Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Exchange Offer and Consent Solicitation.

Deutsche Bank AG, London Branch is acting as Dealer Manager and Lucid Issuer Services Limited is acting as Exchange and Tabulation Agent.

Questions and requests for assistance in connection with the Exchange Offer and Consent Solicitation may be directed to the Dealer Manager.

Dealer Manager
Deutsche Bank AG, London Branch
Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Attention: Liability Management Group Tel:  +44 20 754 76153 / +44 20 754 76568 Email: [email protected]

Questions and requests for assistance in connection with the delivery of Exchange Instructions, Electronic Voting Instructions and/or Forms of Sub-Proxy may be directed to the Exchange and Tabulation Agent.

Exchange and Tabulation 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

 

DISCLAIMERThis announcement must be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum.  This announcement and the Exchange Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer and Consent Solicitation. If you are in any doubt as to the contents of this announcement or the Exchange Offer and Consent Solicitation 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 Manager, the Exchange and Tabulation 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 and Consent Solicitation 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 and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer and Consent Solicitation Memorandum comes are required by the Issuer, the Dealer Manager and the Exchange and Tabulation 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 and Consent Solicitation Memorandum or to participate in the Exchange Offer and Consent Solicitation. 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 and Consent Solicitation 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 and Consent Solicitation 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 and Consent Solicitation Memorandum nor 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 and Consent Solicitation 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 and Consent Solicitation 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 and Consent Solicitation 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 and Consent Solicitation 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 and Consent Solicitation 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 and Consent Solicitation 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 or Consent Solicitation to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, that Exchange Offer or the Consent Solicitation, as the case may be, shall be deemed to be made by the 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 and Consent Solicitation Memorandum entitled "Procedures for Participating in the Exchange Offer and the Consent Solicitation". 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 Manager and the Exchange and Tabulation 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.