TIDMSXX
RNS Number : 2246O
Sirius Minerals Plc
03 November 2016
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN OR INTO
CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
3 November 2016
Sirius Minerals Plc
Convertible Bond Offering Results
Sirius Minerals Plc (the "Company" or the "Guarantor") today
announces the successful placement of US$400 million of Guaranteed
Convertible Bonds due 2023 (the "Bonds"), guaranteed by the
Guarantor.
Concurrently with the Offering, Sirius Minerals Plc raised
GBP370 million with a firm placing and placing and open offer of
new ordinary shares in the capital of the Guarantor (the
"Concurrent Equity Placement"). Additionally, the Company has
secured a royalty financing contractual arrangement for a total of
US$300 million with Hancock British Holdings Ltd, a subsidiary of
Hancock Prospecting Pty Ltd, as announced on 25 October 2016 (the
"Royalty Financing").
The Company intends to use the net proceeds of the Offering, the
Concurrent Equity Offering and the Royalty Financing as part of the
approximate US$1.2 billion first stage of the financing to begin
the construction of its North Yorkshire polyhalite project.
The Bonds will be issued by Sirius Minerals Finance Limited (the
"Issuer"), a wholly-owned subsidiary of the Company incorporated in
Jersey and will be guaranteed by the Company.
The Bonds will be issued at par and carry a coupon of 8.5% per
annum payable quarterly in arrear in equal instalments. The Bonds
will be convertible into fully paid ordinary shares of the Company
(the "Ordinary Shares") with the initial conversion price set at
US$0.3076, representing a 25% premium above the clearing price of
the Concurrent Equity Placement of GBP0.20 (converted into U.S.
dollars at a GBP/USD 1.2304 rate).
On the Closing Date (as defined below), the Issuer will transfer
to an escrow account (which is to be secured for the benefit of the
bond trustee for itself and the bondholders) a sum equal to the
full amount of the first twelve interest payments on the Bonds,
which can be released in certain circumstances as specified by the
Terms and Conditions of the Bonds.
Unless previously converted or redeemed, or purchased and
cancelled, the Bonds will be redeemed at par on 28 November
2023.
The Issuer will have the option to redeem all, but not some
only, of the outstanding Bonds:
-- At any time on or after 19 December 2018 at par plus accrued
interest if the Call Value of the Ordinary Shares underlying a Bond
shall have been at least US$ 350,000;
-- At any time on or after 19 December 2021 at par plus accrued
interest if the Call Value of the Ordinary Shares underlying a Bond
shall have been at least US$ 300,000; and
-- At any time, if 85 per cent. or more of the aggregate
Principal Amount of the Bonds originally issued shall have been
previously converted or repurchased and cancelled (the "Clean-up
Call"),
where the "Call Value" means the value of the Ordinary Shares
(converted into U.S. dollars at the prevailing rate) underlying
each Bond of US$200,000 in principal amount as calculated on each
of at least 20 dealing days in any period of 30 consecutive dealing
days ending not more than 7 days prior to the giving of the notice
of redemption.
Settlement and delivery of the Bonds is expected to take place
on or about 28 November 2016 (the "Closing Date").
Settlement of the Bonds is conditional upon (i) approval of the
shareholders of the Guarantor of the resolutions to be proposed at
a General Meeting of the Guarantor to be held on 24 November 2016
in relation to the issue of new Ordinary Shares in connection with
any conversion of the Bonds and the Concurrent Equity Placement and
(ii) the admission to trading of the new Ordinary Shares issued in
connection with the Concurrent Equity Placement on the London Stock
Exchange's AIM.
It is intended that application will be made for the Bonds to be
listed on the Channel Islands Securities Exchange (or another
recognised stock exchange) and the Open Market of the Frankfurt
Stock Exchange prior to the first interest payment date.
The Company and its Subsidiaries have agreed to a lock-up
undertaking for a period from the pricing date to 180 days after
the Closing Date in respect of the Ordinary Shares (and
equity-linked instruments in respect of the Ordinary Shares),
subject to customary exceptions and excluding any Ordinary Shares
issued pursuant to the Concurrent Equity Placement.
The Company intends to seek a listing for the Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority and admission to trading on the London Stock
Exchange's main market for listed securities within the next 12
months, subject to meeting the eligibility criteria contained in
Chapter 6 of the Listing Rules. However, as at the date of this
announcement, the Company has not yet entered into any discussions
with the UK Listing Authority in connection with such a premium
listing. There can be no assurance that the Company will meet the
eligibility criteria for a premium listing or that a premium
listing will be achieved.
J.P. Morgan Cazenove is acting as Sole Bookrunner.
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for or to sell securities
and the Offering is not an offer to the public in any
jurisdiction.
This announcement is released by Sirius Minerals Plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Offering and the Bonds described above,
and is disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Tristan Pottas, Investor Relations
Manager.
For further information, please contact:
Sirius Minerals Plc
Investor Relations Tristan Pottas
Manager Email: ir@siriusminerals.com Tel: +44 845
524 0247
------------------------- ------------------------------- ---------------
Sole Bookrunner Ben Davies, Jamie Tel: +44 20
J.P. Morgan Cazenove Riddell 7742 4000
NOMAD Clayton Bush,
Liberum Capital Limited Neil Elliot, Tel: +44 20
Steve Tredget, 3100 2222
Jill Li
Media Enquiries Jos Simson, Mike
Tavistock Bartlett, Tel: +44 20
Emily Fenton 7920 3150
------------------------- ------------------------------- ---------------
About Sirius Minerals Plc
Sirius Minerals Plc is the fertilizer development company
focused on the development of its North Yorkshire polyhalite
project, the United Kingdom. It has the world's largest and highest
grade deposit of polyhalite, a multi-nutrient form of potash
containing potassium, sulphur, magnesium and calcium. Incorporated
in 2003, Sirius Minerals Plc's shares are traded on the London
Stock Exchange's AIM market. Further information on the Company can
be found at: www.siriusminerals.com.
DISCLAIMER
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTOR, THE SOLE
BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT
AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS
PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE
BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES
ARE REQUIRED BY THE ISSUER, THE GUARANTOR AND THE SOLE BOOKRUNNER
TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE
UNITED STATES) OR IN CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR IN
ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW (EACH AN "EXCLUDED TERRITORY"). THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR
INVITATION TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR BONDS OR ORDINARY SHARES TO OR BY ANYONE
IN THE UNITED STATES OR ANY EXCLUDED TERRITORY OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR INVITATION OR UNDERTAKE
SUCH SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES
REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN ANY EXCLUDED
TERRITORY OR TO, OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL
RESIDENT OR CITIZEN OF ANY EXCLUDED TERRITORY. THE BONDS, THE
GUARANTEE AND THE ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY OTHER STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE BONDS, THE GUARANTEE AND THE
ORDINARY SHARES MAY NOT BE OFFERED, SOLD, RESOLD, TAKEN UP,
TRANSFERRED, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, INTO
OR WITHIN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER
STATE OR JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFER IN THE UNITED STATES. THE BONDS ARE ONLY BEING OFFERED
OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE
MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES
ACT. SUBJECT TO CERTAIN EXCEPTIONS, NO ACTION HAS BEEN TAKEN BY THE
COMPANY OR BY THE SOLE BOOKRUNNER THAT WOULD PERMIT AN OFFER OF THE
BONDS, THE GUARANTEE OR THE ORDINARY SHARES OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT IN THE EXCLUDED TERRITORIES OR
ANY OTHER JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN ANY EXCLUDED TERRITORY OR
ELSEWHERE.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) 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") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
THE INFORMATION IN THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR
DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION, REPRODUCTION, OR
DISCLOSURE OF THIS INFORMATION IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS OR
ACTIVITIES SHOULD NOT BE TAKEN AS A REPRESENTATION THAT SUCH TRENDS
OR ACTIVITIES WILL CONTINUE IN THE FUTURE.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION
TOGETHER WITH THE INFORMATION MEMORANDUM PREPARED BY THE ISSUER IN
CONNECTION WITH THE OFFERING IN BOTH PRELIMINARY AND FINAL FORM.
NEITHER THE SOLE BOOKRUNNER NOR ANY OF ITS RESPECTIVE AFFILIATES
ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS
RELEASE OR THE ISSUER'S AND THE GUARANTOR'S PUBLICLY AVAILABLE
INFORMATION OR THE INFORMATION MEMORANDUM REFERRED TO ABOVE IN
EITHER PRELIMINARY OR FINAL FORM. THE INFORMATION CONTAINED IN THIS
PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE
UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS
(TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER,
THE GUARANTOR OR THE SOLE BOOKRUNNER MAKE ANY REPRESENTATION AS TO
(I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR,
(II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE
PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE
TO COMPETING INVESTMENTS.
THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND THE
GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT
BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE SOLE BOOKRUNNER OR FOR PROVIDING ADVICE
IN RELATION TO THE SECURITIES.
EACH OF THE ISSUER, THE GUARANTOR, THE SOLE BOOKRUNNER AND THEIR
RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN
THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKNDQABDKNDK
(END) Dow Jones Newswires
November 03, 2016 03:03 ET (07:03 GMT)
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