Fresnillo PLC Extension of expiration time of its Tender Offer (4726A)
September 29 2020 - 8:45AM
UK Regulatory
TIDMFRES
RNS Number : 4726A
Fresnillo PLC
29 September 2020
Fresnillo Plc
21 Upper Brook Street
London W1K 7PY
United Kingdom
www.fresnilloplc.com
September 29, 2020
FRESNILLO ANNOUNCES EXTENSION OF THE EXPIRATION TIME OF ITS CASH
TENDER OFFER
MEXICO CITY, MEXICO - September 29, 2020 - 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 20 23
(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prior to the New Expiration Time, may be withdrawn prior to the New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 time of the
notification is 1:35 pm UK time.
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.
LEI: 549300JXWH1UV5J0XV81
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