Endeavour Mining Announces Closing of the Private Placement of Convertible Senior Notes
07 February 2018 - 9:24AM
ENDEAVOUR
MINING ANNOUNCES CLOSING OF THE PRIVATE PLACEMENT OF CONVERTIBLE
SENIOR NOTES
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George Town,
February 6, 2018 - Endeavour Mining Corporation (TSX:
EDV) announces that it has closed the previously announced private
placement of convertible senior notes due 2023 (the "Notes") for an
aggregate principal amount of USD 300 million. In addition,
the initial purchasers exercised today the over-allotment option,
for an aggregate principal amount of USD 30 million, which is
expected to close on or about February 8, 2018.
IMPORTANT
NOTE
This press release does not
constitute an offer to sell or the solicitation of an offer to buy
the Notes or any shares issuable upon conversion of the Notes. The
offer and sale of the Notes and the shares, if any, due upon
conversion have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"), or the securities laws of any other jurisdiction, and the
Notes and the shares, if any, due upon conversion may not be
offered or sold in the United States absent registration or an
exemption from registration. There will be no public offering of
the Notes, or the shares, if any, due upon conversion in the United
States.
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MIFID II Product Governance Requirements)
may otherwise have with respect thereto, the Notes have been
subject to a product approval process, which has determined that:
(i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii)
all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
The target market assessment is
without prejudice to the requirements of any contractual or legal
selling restrictions in relation to any offering of the Notes
For the avoidance of doubt, the
target market assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Notes.
The Notes are not intended to be
offered or sold and should not be offered or sold to any retail
investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II;
or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
ABOUT ENDEAVOUR
MINING CORPORATION
Endeavour Mining
is a TSX-listed intermediate gold producer, focused on developing a
portfolio of high quality mines in the prolific West-African
region, where it has established a solid operational and
construction track record.
CONTACT
INFORMATION
Martino De Ciccio
VP - Strategy & Investor Relations
+44 203 640 8665
mdeciccio@endeavourmining.com |
DFH Public Affairs in
Toronto
John Vincic, Senior Advisor
(416) 206-0118 x.224
jvincic@dfhpublicaffairs.com
Brunswick Group LLP in London
Carole Cable, Partner
+44 7974 982 458
ccable@brunswickgroup.com |
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This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Endeavour Mining Corporation via
Globenewswire
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