CEMEX Announces Exercise of U.S.$200 Million of Note Purchase Contracts Underlying Its Contingent Convertible Units & Issuanc...
March 11 2015 - 6:30PM
Business Wire
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE:CX) announced today the
exercise of U.S. $200 million of Note Purchase Contracts underlying
the Contingent Convertible Units issued by CEMEX on October 3, 2014
(the “Contingent Convertible Units”). As a result of the exercise,
CEMEX will issue U.S.$200 million in aggregate principal amount of
Convertible Subordinated Notes due 2020 (the “New Convertible
Notes”) on March 13, 2015 to the holders of the Contingent
Convertible Units in respect of which Note Purchase Contracts have
been exercised, in exchange for a cash payment of U.S.$200
million.
The proceeds of the issuance of the New Convertible Notes will
be used to finance, in part, the payment at maturity of CEMEX’s
4.875% Convertible Subordinated Notes due 2015 (the “2015 Existing
Convertible Notes”).
Interest on the New Convertible Notes will be payable at a rate
equal to 1.770% (the 5-year swap rate on March 11, 2015) plus a
spread of 195 basis points, subject to incremental adjustments if
the 5 Day Average VWAP (as defined below) of CEMEX’s American
Depositary Shares (the “ADSs”) is lower than U.S.$8.62. Interest on
the New Convertible Notes will be payable semi-annually in arrears
on March 15 and September 15 of each year, commencing on September
15, 2015. The New Convertible Notes will be convertible by holders
into ADSs at an initial conversion price equal to the greater of
(a) U.S.$11.20, (b) 130% of the 5 Day Average VWAP of the ADSs and
(c) 110% of the closing sale price of the ADSs on the New York
Stock Exchange on March 13, 2015. The “5 Day Average VWAP” of the
ADSs will be equal to the average of the daily volume-weighted
average prices of the ADSs for the 5 trading day period beginning
on March 18, 2015. The initial conversion rate of the New
Convertible Notes will be equal to the quotient of (x) 1,000
divided by (y) the initial conversion price, rounded to the nearest
1/10,000th of an ADS. CEMEX’s ordinary shares currently held in
treasury that underlie the 2015 Existing Convertible Notes will be
kept in CEMEX’s treasury and will be re-allocated to ensure the
conversion rights of the New Convertible Notes that are issued.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities, in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state. None of the
New Convertible Notes or the ADSs and Certificados de Participación
Ordinarios (CPOs) underlying the New Convertible Notes, have been,
or will be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws, and
they may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act. Unless so registered, the New
Convertible Notes and the securities issuable upon conversion of
the New Convertible Notes may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
THE NEW CONVERTIBLE NOTES HAVE NOT BEEN AND WILL NOT BE
REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL
DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND
SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR
CNBV), AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE
SUBJECT OF BROKERAGE ACTIVITIES, IN MEXICO, EXCEPT THAT THE NEW
CONVERTIBLE NOTES MAY BE OFFERED AND SOLD IN MEXICO PURSUANT TO THE
PRIVATE PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN
SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES), TO
INSTITUTIONAL AND QUALIFIED INVESTORS AS DEFINED UNDER MEXICAN LAW
AND RULES THEREUNDER. UPON THE ISSUANCE OF THE NEW CONVERTIBLE
NOTES, WE WILL NOTIFY THE CNBV OF THE ISSUANCE OF THE NEW
CONVERTIBLE NOTES, INCLUDING THE PRINCIPAL CHARACTERISTICS OF THE
NEW CONVERTIBLE NOTES AND THE OFFERING OF THE NEW CONVERTIBLE NOTES
OUTSIDE MEXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY
WITH A LEGAL REQUIREMENT AND FOR INFORMATION PURPOSES ONLY, AND THE
DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE DOES NOT
CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY
OF THE NEW CONVERTIBLE NOTES OR OF CEMEX’S SOLVENCY, LIQUIDITY OR
CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION
SET FORTH HEREIN AND IN THE OFFERING MEMORANDUM. THE INFORMATION
CONTAINED HEREIN AND IN THE OFFERING MEMORANDUM IS THE EXCLUSIVE
RESPONSIBILITY OF CEMEX AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY
THE CNBV.
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties,
and assumptions. Many factors could cause the actual results,
performance, or achievements of CEMEX or the project herein
described to be materially different from those expressed or
implied in this release. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
herein. CEMEX assumes no obligation to update or correct the
information contained in this press release.
CEMEX, S.A.B. de C.V.Media Relations:Jorge Pérez,
+52 (81) 8888-4334mr@cemex.comorInvestor Relations:Eduardo
Rendón, +52 (81) 8888-4256ir@cemex.comorAnalyst
Relations:Luis Garza, +52 (81) 8888-4136ir@cemex.com
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