CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that
the interest rate of its U.S.$200 million in aggregate principal
amount of Convertible Subordinated Notes due 2020 (the “Convertible
Notes”) is 3.720% and the initial conversion rate of the
Convertible Notes is 80.7735 of CEMEX’s American Depositary Shares
(the “ADSs”) per U.S.$1,000 principal amount of the Convertible
Notes.
The interest rate applicable to the Convertible Notes of 3.720%
was determined based on the 5-year swap rate on March 11, 2015
(1.770%), plus a spread of 195 basis points. Because the average of
the daily volume-weighted average prices of the ADSs for the 5
trading day period beginning on March 18, 2015 (the “5 Day
Average VWAP”) was U.S.$9.5233, which is higher than U.S.$8.62, no
adjustment to the interest rate was required. Interest on the
Convertible Notes will be payable semi-annually in arrears on March
15 and September 15 of each year, commencing on September 15,
2015.
The initial conversion price applicable to the Convertible Notes
of U.S.$12.3803 was determined as the amount equal to the greater
of (a) U.S.$11.20, (b) U.S.$12.3803, which is 130% of the 5
Day Average VWAP of the ADSs, and (c) U.S.$10.659, which is
110% of the closing sale price of the ADSs on the New York Stock
Exchange on March 13, 2015. The initial conversion rate of the
Convertible Notes of 80.7735 ADSs per $1,000 principal amount of
the Convertible Notes is equal to the quotient of (x) 1,000 divided
by (y) the initial conversion price of U.S.$12.3803, rounded to the
nearest 1/10,000th of an ADS.
After taking into account the 5 Day Average VWAP of U.S.$9.5233,
the final version of the make-whole table for the Convertible
Notes, which sets forth the number of additional ADSs to be added
to the conversion rate for conversions of the Convertible Notes in
connection with a Fundamental Change, as defined in the indenture
governing the Convertible Notes (the “Indenture”), is set forth
below.
The ADS prices set forth in the column headings of the table
below will be adjusted as of any date on which the conversion rate
of the Convertible Notes is otherwise adjusted. The adjusted ADS
prices will equal the ADS prices immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the
conversion rate immediately prior to the adjustment giving rise to
the ADS price adjustment, and the denominator of which is the
conversion rate as so adjusted. The number of additional ADSs will
be adjusted in the same manner as the conversion rate is otherwise
adjusted.
ADS Price $9.52
$10.48 $11.43
$12.38 $13.33
$14.28 $15.24
$16.19 $17.14
$19.05 $23.81
$28.57
March 13,2015
24.2321 24.1534 22.2181
20.6263 19.3116 18.2248
17.3207 16.5646 15.9283
14.9297 13.3903 12.4957
March 15,2016
24.2321 22.5993 20.3364 18.4957 16.9983 15.7813 14.7890 13.9783
13.3116 12.3025 10.8733 10.1309
March 15,2017
24.2321 20.9066 18.2027 16.0344 14.3060 12.9346 11.8467 10.9846
10.3000 9.3171 8.0844 7.5394
March 15,2018
24.2321 18.9871 15.6458 13.0196 10.9878 9.4358 8.2629 7.3808 6.7204
5.8572 4.9783 4.6791
March 15,2019
24.2321 16.8198 12.3707 8.9874 6.5313 4.8166 3.6594 2.9024 2.4172
1.9227 1.6360 1.5719
March 15,2020
24.2321 16.1551 8.0770 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
0.0000 0.0000 0.0000
If the exact ADS prices and effective dates are not set forth in
the make-whole table and the ADS price is:
(1) between two adjacent ADS price amounts in the make-whole
table or the effective date is between two adjacent effective dates
in the make-whole table, the number of additional ADSs will be
determined by a straight-line interpolation between the number of
additional ADSs set forth for the higher and lower ADS price
amounts and the two dates based on a 365-day year, as
applicable.
(2) greater than U.S.$28.57 per ADS (subject to adjustment in
the same manner as the ADS prices set forth in the column headings
of the make-whole table), no additional ADSs will be issued upon
conversion.
(3) less than U.S.$9.52 per ADS (subject to adjustment in the
same manner as the ADS prices set forth in the column headings of
the make-whole table), no additional ADSs will be issued upon
conversion.
Notwithstanding the foregoing, in no event will the total number
of ADSs issuable upon conversion of U.S.$1,000 principal amount of
the Convertible Notes exceed 116.0714 ADSs, subject to adjustment
for events from and after September 26, 2014 in the same manner as
the conversion rate as set forth in section 12.05(a) of the
Indenture.
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
Convertible Notes or the ADSs and Certificados de Participación
Ordinarios (CPOs) underlying the 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
Convertible Notes and the securities issuable upon conversion of
the 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 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
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. 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 RelationsJorge Pérez,
+52 (81) 8888-4334mr@cemex.comorInvestor RelationsEduardo
Rendón, +52 (81) 8888-4256ir@cemex.comorAnalyst
RelationsLuis Garza, +52 (81) 8888-4136ir@cemex.com
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