MEXICO CITY, Sept. 29, 2020 /PRNewswire/ -- Fresnillo plc ("Fresnillo") (LSE: FRES; BMV: FRES) announces
that it is extending the expiration time of its previously
announced offer (the "Tender Offer") to purchase for cash any and
all of its outstanding US$800,000,000
principal amount of 5.500% Notes due 2023 (CUSIP/ISIN:
358070AA8; G371E2AA6 / US358070AA88; USG371E2AA61) (the "Tender
Securities"), to 5:00 p.m.,
New York City time, on
September 29, 2020 (the "New
Expiration Time").
Holders of US$480,411,000
aggregate principal amount of Tender Securities had tendered their
Tender Securities and Holders of US$1,200,000 aggregate principal amount of Tender
Securities had delivered notices of guaranteed delivery in respect
of Tender Securities, in each case prior to 8:00 a.m., New York
City time, on September 29,
2020, the original expiration time of the Tender Offer (the
"Original Expiration Time").
Fresnillo is also extending the
previously announced withdrawal time for the Tender Offer to
5:00 p.m., New York City time, on September 29, 2020 (the "New Withdrawal
Time"). Tender Securities validly tendered prior to the
Original Expiration Time, and any Tender Securities tendered after
the Original Expiration Time and prior to the New Expiration Time,
may be withdrawn prior to the New Withdrawal Time.
The Tender Offer is being made pursuant to the terms and
conditions set forth in the offer to purchase dated September 22, 2020 (the "Offer to Purchase") and
the related notice of guaranteed delivery (together with the Offer
to Purchase, the "Offer Documents"). Except as otherwise
described in this press release, all other terms of the Tender
Offer as described in the Offer Documents remain unchanged.
Fresnillo has retained
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and
Santander Investment Securities Inc. to act as dealer managers in
connection with the Tender Offer (the "Dealer Managers"). Global
Bondholder Services Corporation is acting as the tender agent and
information agent for the Tender Offer.
Any questions or requests for assistance regarding the Tender
Offer may be directed to Citigroup Global Markets Inc. at +1 (800)
558-3745 (toll-free) and (212) 723-6106 (collect), J.P. Morgan
Securities LLC at +1 (866) 846-2874 (toll-free) and (212) 834-7279
(collect) or Santander Investment Securities Inc. at +1 (855)
404-3636 (toll-free) and (212) 940-1442 (collect). Requests for
additional copies of the Offer Documents may be directed to Global
Bondholder Services Corporation at +1 (866) 470-4500 (toll-free) or
+1 (212) 430-3774 (collect). The Offer Documents can be
accessed at the following link: https://www.gbsc-usa.com/fres/.
This press release is for informational purposes only. This
press release shall not constitute an offer to purchase or sell or
the solicitation of an offer to sell or purchase any securities,
nor shall there be any offer, solicitation or sale of any
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful.
The Tender Offer is being made solely pursuant to the Offer
Documents. The Offer Documents have not been filed with, and have
not been approved or reviewed by any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of the Offer Documents or any
other documents related to the Tender Offer, and it is unlawful and
may be a criminal offense to make any representation to the
contrary. The Tender Offer is not being made to holders of
Tender Securities in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Tender Offer
to be made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of Fresnillo by the Dealer Managers or one or
more registered brokers or dealers that are licensed under the laws
of such jurisdiction.
THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS
EXCLUSIVELY FRESNILLO'S
RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE
MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN
NACIONAL BANCARIA Y DE VALORES OR "CNBV"). FRESNILLO HAS NOT FILED WITH THE CNBV A
REQUEST FOR AUTHORIZATION OF THE TENDER OFFER. THE TENDER OFFER
DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND IT MAY NOT BE PUBLICLY DISTRIBUTED
IN MEXICO. THE TENDER OFFER MAY
ONLY BE MADE AVAILABLE IN MEXICO
TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS
(INVERSIONISTAS INSTITUCIONALES OR INVERSIONISTAS
CALIFICADOS), SOLELY PURSUANT TO THE PRIVATE OFFERING EXEMPTION
SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY
DEL MERCADO DE VALORES) AND
REGULATIONS THEREUNDER. IN MAKING A DECISION AS TO WHETHER TO
TENDER ANY OF THEIR TENDER SECURITIES, ALL HOLDERS MUST RELY ON
THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF THE TENDER
OFFER.
The information contained within this announcement is deemed by
Fresnillo plc to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014. Upon the publication of this announcement, this
inside information is now considered to be in the public domain.
The person making the notification is Carlos Ortiz Mena, Head of Legal, Fresnillo plc.
The communication of this press release and any other
documents or materials relating to the transactions described
herein is not being made and such documents and/or materials have
not been approved by an authorized person for the purposes of
Section 21 of the Financial Services and Markets Act 2000.
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 as a financial
promotion is only being directed at and made to those persons in
the United Kingdom falling within
the definition of investment professionals (as defined in this
document) and is for distribution only to persons who (i) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (ii) are persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order, (iii) are members
or creditors of certain bodies corporate as defined by or within
Article 43(2) of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with securities may otherwise lawfully be
communicated (all such persons together being referred to as
"relevant persons"). The Tender Offer is only available to, and the
Tender Offer is engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on any document
relating to the Tender Offer or any of its contents.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the
transactions described herein will be consummated or as to the
ultimate terms of any such transactions. Fresnillo undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events
or for any other reason.
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SOURCE Fresnillo plc