TIDMFRES
RNS Number : 6236A
Fresnillo PLC
30 September 2020
Fresnillo Plc
21 Upper Brook Street
London W1K 7PY
United Kingdom
www.fresnilloplc.com
September 30, 2020
FRESNILLO ANNOUNCES EXPIRATION AND EXPIRATION DATE RESULTS OF
ITS CASH TENDER OFFER
MEXICO CITY, MEXICO - September 30, 2020 - Fresnillo plc
("Fresnillo") (LSE: FRES; BMV: FRES) announces the expiration and
expiration date results of the 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").
The Tender Offer was 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").
The Tender Offer expired at 5:00 p.m., New York City time, on
September 29, 2020 (the "Expiration Date"). The settlement date
with respect to the Tender Offer is expected to occur on October 2,
2020 (the "Settlement Date").
All conditions described in the Offer to Purchase that were to
be satisfied or waived on or prior to the Expiration Date,
including the Pricing Condition (as such term is defined in the
Offer to Purchase), were satisfied on or prior to the Expiration
Date.
The table below sets forth the aggregate principal amount of
Tender Securities validly tendered in the Tender Offer and not
validly withdrawn, and the aggregate principal amount of Tender
Securities reflected in notices of guaranteed delivery delivered,
at or prior to the Expiration Date and the consideration payable
for Tender Securities accepted for purchase in the Tender
Offer:
Principal
Amount Tendered
Principal and Accepted
Title of Security CUSIP/ISIN Amount Outstanding Consideration(1) for Purchase(2)
------------------ --------------- -------------------- ----------------- -----------------
5.500 % Notes 358070AA8; US$800,000,000 US$1,120.00 US$481,721,000
Due 2023 G371E2AA6
/
US358070AA88;
USG371E2AA61
__________________________________________
(1) Per US$1,000 principal amount of Tender Securities. Holders
whose Tender Securities are accepted for purchase will also receive
the accrued and unpaid interest on such Tender Securities from, and
including, the last interest payment date for the Tender Securities
to, but not including, the Settlement Date.
(2) Principal amount tendered and accepted for purchase does not
include US$400,000 principal amount of Tender Securities reflected
in notices of guaranteed delivery delivered prior to the Expiration
Date that may be delivered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase.
In order to be eligible to participate in the Tender Offer,
holders of Tender Securities reflected in notices of guaranteed
delivery received by Fresnillo prior to the Expiration Date must
deliver such Tender Securities to Fresnillo by 5:00 p.m., New York
City time, on October 1, 2020.
A press release announcing the final results of the Tender Offer
is expected to be issued on or promptly after the Settlement
Date.
The total cash payment to purchase on the Settlement Date the
Tender Securities validly tendered and accepted for repurchase,
including accrued and unpaid interest, will be approximately US$550
million.
# # #
Fresnillo engaged 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 acted 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 was 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 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 1:00 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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END
TENKKKBKBBKDKCN
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