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")
16 June 2015
FERREXPO FINANCE PLC - EXCHANGE OFFER AND CONSENT SOLICITATION FOR ITS US$285,669,000 7.875 PER CENT. OUTSTANDING GUARANTEED NOTES DUE 2016 - ANNOUNCEMENT OF RESULTS AT EARLY EXCHANGE AND CONSENT DEADLINE
Ferrexpo plc is pleased to announce that, as of the Early Exchange and Consent Deadline (11:59 p.m. New York time on 15 June 2015), Ferrexpo Finance plc had received instructions with respect to 84.53% of the aggregate principal amount of the Existing Notes outstanding, of which 99.42% voted in favour. This is above the requisite 75% majority required to complete the Exchange Offer as set out in the Exchange Offer and Consent Solicitation Memorandum dated 28 May 2015. All instructions received from noteholders are irrevocable. The Exchange Offer will remain open for an additional 10 business days until 11:59 p.m. (New York time) on 30 June 2015. Settlement of the Exchange Offer is currently expected to occur in early July 2015. If the Exchange Offer is completed successfully, the US$285,669,000 of Existing Notes due in April 2016 will be exchanged for cash of approximately US$99,985,000 and for approximately US$185,684,000 of New Notes which have substantially identical terms and conditions to the Ferrexpo Finance plc 2019 notes issued in February 2015. Ferrexpo plc will make additional announcements as required.
For further information, please contact:
Ferrexpo:
Ingrid McMahon +44 207 389 8304
Maitland:
Peter Ogden +44 207 379 5151
Notes:
Capitalised terms used in this announcement but not defined have the meanings given to them in the exchange offer and consent solicitation memorandum dated 28 May 2015 (the "Exchange Offer and Consent Solicitation Memorandum") relating to the Issuer's 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 (the "Exchange Offer") and (ii) solicit consents in connection with the Proposal as set out in the Exchange Offer and Consent Solicitation Memorandum (the "Consent Solicitation").
All Exchange Instructions that have been submitted as of the Early Exchange and Consent Deadline are non-revocable, save as set out under "Amendment and Termination" in the Exchange Offer and Consent Solicitation Memorandum.
Copies of the Exchange Offer and Consent Solicitation Memorandum are available from the Exchange and Tabulation Agent as set out 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.
