TIDM74ZI
RNS Number : 2003Y
Cemex Finance Europe B.V.
27 February 2012
Media Relations Investor Relations Analyst Relations
Jorge Perez Eduardo Rendon Luis Garza
+52 (81) 8888 4334 +52 (81) 8888 4256 +52 (81) 8888 4136
mr@cemex.com ir@cemex.com ir@cemex.com
CEMEX ANNOUNCES EXCHANGE OFFERS FOR ITS 2014 EUROBONDS AND
PERPETUAL SECURITIES
MONTERREY, MEXICO. February 27, 2012 - CEMEX, S.A.B. de C.V.
(NYSE: CX) ("CEMEX"), announced today the commencement of exchange
offers made on a private placement basis to exchange the currently
outstanding Euro-denominated 4.75% Notes due 2014 ("Eurobonds") and
outstanding series of Perpetual Debentures for new senior secured
notes to be denominated in Dollars or in Euros. CEMEX is offering
the holders of:
-- EUR885 million of Eurobonds issued by CEMEX Finance Europe B.V.; and
-- EUR147 million of Perpetual Debentures issued by a special purpose vehicle
the right to exchange for either of the following new securities
to be issued by CEMEX Espana, S.A., acting through its Luxembourg
branch,
-- USD 9.875% Senior Secured Notes due 2019; and
-- EUR 9.875% Senior Secured Notes due 2019.
CEMEX is also offering the holders of:
-- U.S.$748 million of three series of Perpetual Debentures issued by special purpose vehicles
the right to exchange for the following new securities to be
issued by CEMEX Espana, S.A., acting through its Luxembourg
branch,
-- USD 9.875% Senior Secured Notes due 2019.
Both series of new notes will have the benefit of guarantees and
collateral that are substantially similar to other senior secured
notes issued or guaranteed by CEMEX.
The exchange offers will be open for 20 business days from
February 27, 2012 (until 11:59 p.m., New York City time, on March
23, 2012, the Expiration Date). Holders who tender notes on or
prior to 5:00 p.m., New York City time, on March 9, 2012, the Early
Tender Date, will be entitled to an early participation fee.
Holders who tender thereafter will not be entitled to such early
participation fee.
The following table shows the exchange ratios for tendered notes
with and without the early participation fee.
Consideration for $1,000 or EUR1,000
of principal amount tendered
----------------------- -----------------------------------------------------------
Exchange
consideration Total consideration
if tendered if tendered
at or prior at or prior
Security to be Early participation to Expiration to Early
tendered fee Date Tender Date
======================= ==================== =============== ====================
Eurobonds 4.75%
due 2014 EUR50.00 EUR950.00 EUR1,000.00
======================= -------------------- --------------- --------------------
C5 6.196% Perpetual
Debentures $30.00 $600.00 $630.00
======================= -------------------- --------------- --------------------
C8 6.640% Perpetual
Debentures $30.00 $700.00 $730.00
======================= -------------------- --------------- --------------------
C10 6.722% Perpetual
Debentures $30.00 $725.00 $755.00
======================= -------------------- --------------- --------------------
C10-EUR 6.277%
Perpetual Debentures EUR30.00 EUR615.00 EUR645.00
----------------------- -------------------- --------------- --------------------
CEMEX is undertaking this transaction as part of its ongoing
strategy to strengthen its capital structure and to regain
financial flexibility through debt reductions and maturity
extensions.
For more detailed information about the exchange offers, please
refer to the information below included in this press release.
CEMEX, S.A.B. de C.V. ("CEMEX") announced today the commencement
of five separate exchange offers (the "Exchange Offers") being made
on a private placement basis to exchange currently outstanding
Euro-denominated 4.75% Notes due 2014 ("Eurobonds") and outstanding
series of Perpetual Debentures for new senior secured notes to be
denominated in Dollars or in Euros. CEMEX's subsidiary, CEMEX
Espana, S.A. ("CEMEX Espana"), acting through its Luxembourg branch
(the "Issuer"), is offering to exchange:
(1) 9.875% Euro-denominated senior secured notes due 2019 ("Euro
Notes") issued by the Issuer and guaranteed by CEMEX and its
subsidiaries, CEMEX Mexico, S.A. de C.V. ("CEMEX Mexico") and New
Sunward Holding B.V. ("New Sunward" and, together with CEMEX and
CEMEX Mexico, the "Guarantors"), or at the option of the Holder,
9.875% U.S. Dollar-denominated senior secured notes due 2019
("Dollar Notes," and together with the Euro Notes, the "New Notes")
issued by the Issuer and guaranteed by the Guarantors, for any and
all of the Eurobonds issued by CEMEX Finance Europe, B.V. and
guaranteed by CEMEX Espana, at EUR950 per EUR1,000 principal amount
tendered;
(2) Dollar Notes for any and all of the U.S. dollar-denominated
6.196% Fixed-to-Floating Rate Callable Perpetual Debentures issued
by C5 Capital (SPV) Limited, at U.S.$630 per U.S.$1,000 principal
amount tendered;
(3) Dollar Notes for any and all of the U.S. dollar-denominated
6.640% Fixed-to-Floating Rate Callable Perpetual Debentures issued
by C8 Capital (SPV) Limited, at U.S.$700 per U.S.$1,000 principal
amount tendered;
(4) Dollar Notes for any and all of the U.S. dollar-denominated
6.722% Fixed-to-Floating Rate Callable Perpetual Debentures issued
by C10 Capital (SPV) Limited, at U.S.$725 per U.S.$1,000 principal
amount tendered; and
(5) Euro Notes, or at the option of the holder, Dollar Notes for
any and all of the Euro-denominated 6.277% Fixed-to-Floating Rate
Callable Perpetual Debentures issued by C10-EUR Capital (SPV)
Limited, at EUR615 per EUR1,000 principal amount tendered.
The Issuer will not accept for exchange any tender that would
result in the issuance of Dollar Notes below the minimum
denominations of U.S.$150,000 or in the issuance of Euro Notes
below the minimum denomination of EUR100,000. The terms of the
Exchange Offers are described more fully in (i) the Offering
Memorandum, dated February 27, 2012, relating to the Exchange Offer
for the Eurobonds and (ii) the Offering Memorandum and Letter of
Transmittal, each dated February 27, 2012, relating to the Exchange
Offers for the Perpetual Debentures.
The New Notes will be callable commencing on the fourth
anniversary of their initial issuance. The terms of the Exchange
Offers provide for the exchange of the 4.75% Notes at par if
exchanged (and not withdrawn) prior to the early participation date
described below and at discounts from their principal thereafter,
which may result in a reduction in the aggregate principal amount
of CEMEX's outstanding financial obligations. The terms of the
Exchange Offers provide for the exchange of the Perpetual
Debentures at discounts from their principal amounts and thus, to
the extent Perpetual Debentures are exchanged for New Notes, will
reduce the aggregate principal amount of CEMEX's outstanding
financial obligations.
The New Notes (i) will represent senior obligations of the
Issuer, (ii) will be unconditionally guaranteed by the same
guarantors as guarantee the dual currency notes issued in
connection with the Perpetual Debentures: CEMEX, CEMEX Mexico and
New Sunward, and (iii) will share the same collateral that secures
the obligations under such dual currency notes, the Financing
Agreement, dated August 14, 2009, as amended, and other senior
secured debt issued or guaranteed by CEMEX having the benefit of
such collateral.
The Exchange Offers will expire at 11:59 p.m., New York City
time, on March 23, 2012, unless extended or earlier terminated
(which CEMEX may do in its absolute discretion). Eligible holders
of the Eurobonds who properly tender and do not validly withdraw
their Eurobonds by 5:00 p.m., New York City time, on March 9, 2012
will receive an early participation fee of EUR50 per EUR1,000 of
principal amount tendered. Eligible holders of the Perpetual
Debentures who properly tender and do not validly withdraw their
Perpetual Debentures by 5:00 p.m., New York City time, on March 9,
2012 will receive an early participation fee of U.S.$30 per
U.S.$1,000 of principal amount tendered for the U.S.
dollar-denominated Perpetual Debentures, and EUR30 per EUR1,000 of
principal amount tendered for the Euro-denominated Perpetual
Debentures. Eligible holders that properly tender their securities
will not be able to validly withdraw them after 5:00 p.m., New York
City time, on March 9, 2012. The early participation fee will be
paid in the form of additional principal amount of New Notes in
denominations of EUR1,000 principal amount of Euro Notes or
U.S.$1,000 principal amount of Dollar Notes, as applicable, with
the total amount of consideration rounded down to the nearest
EUR1,000 or $1,000, as the case may be.
In the event holders of Eurobonds and the 6.277%
Fixed-to-Floating Rate Callable Perpetual Debentures elect to
receive Dollar Notes, the amount of Dollar Note consideration to be
received by such holders will be calculated by multiplying the
applicable Euro consideration by the Euro/Dollar exchange rate to
be published by the European Central Bank on March 9, 2012. This
exchange rate shall remain fixed for the duration of the Exchange
Offers.
The Exchange Offers are being made within the United States only
to "qualified institutional buyers" pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
persons that are not "U.S. persons," as such term is defined in
Rule 902(k) of Regulation S under the Securities Act and who would
be participating in any transaction in accordance with Regulation
S. The New Notes to be offered have not been registered under the
Securities Act and may not be offered or sold in the United States
absent an applicable exemption from registration requirements. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy Eurobonds, Perpetual Debentures or
New Notes in any jurisdiction in which such an offer or sale would
be unlawful.
The information contained in this announcement does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only at
(i) investment professionals who 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, as amended (the "Order"), or (ii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "Relevant Persons"). The information
contained in this announcement must not be acted on or relied on in
the United Kingdom by persons who are not Relevant Persons. In the
United Kingdom, the New Notes are only available to, and any
investment or investment activity to which this announcement
relates is available only to Relevant Persons, and will be engaged
in only with such persons. Any person who is not a Relevant Person
should not act or rely on the information contained in this
announcement.
The New Notes will not be registered with the National
Securities Registry, maintained by the Mexican National Banking and
Securities Commission, and may not be offered or sold publicly in
Mexico. The New Notes may be offered in Mexico to qualified and
institutional investors, pursuant to the private placement
provisions set forth in Article 8 of the Mexican Securities Market
Law.
Application has been made to the Irish Stock Exchange for the
New Notes to be admitted to trading on the Global Exchange Market
which is the exchange regulated market of the Irish Stock
Exchange.
###
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties,
and assumptions. No assurance can be given that the offerings
described herein will be consummated or as to the terms of any such
offering. CEMEX assumes no obligation to update or correct the
information contained in this press release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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