2 July 2015
FERREXPO FINANCE PLC - EXCHANGE OFFER AND CONSENT SOLICITATION FOR ITS U.S.$285,669,000 7.875 PER CENT. GUARANTEED NOTES DUE 2016 - RESULTS OF MEETING OF NOTEHOLDERS
Notice is hereby given to the holders of the Existing Notes that, at a meeting of such holders held on 2 July 2015 at 10.00 a.m. (London time) at the offices of Herbert Smith Freehills LLP at Exchange House, Primrose Street, London EC2A 2EG (the "Meeting"), the Extraordinary Resolution described in the Exchange Offer and Consent Solicitation Memorandum was passed, with holders of approximately 94.04 per cent. of the principal amount of the Existing Notes represented at the Meeting and approximately 99.48 per cent. of such holders voting in favour.
Having received the requisite number of votes to approve the Extraordinary Resolution and pursuant to the terms of the Exchange Offer, the Issuer confirms that it has accepted valid offers of Existing Notes for exchange pursuant to the Exchange Offer. The outstanding principal amount of U.S.$285,669,000 of Existing Notes will be exchanged for cash of U.S.$100,005,000 and for U.S.$185,664,000 of New Notes which will have substantially identical terms and conditions to the U.S.$160,724,000 10.375 per cent. Guaranteed Amortising Notes due 2019 issued by Ferrexpo Finance plc on 24 February 2015 in accordance with the terms of the Exchange Offer and the Second Supplemental Trust Deed. The Settlement Date for the Exchange Offer will be 6 July 2015.
A Second Supplemental Trust Deed was executed today in order to give effect to certain amendments to the Existing Security Conditions as set out in the Extraordinary Resolution.
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 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").
The Trustee accepts no responsibility for the accuracy, completeness or correctness of any statement made in this notice.
