Debt Non Occurrence Event Notice
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN FINANCIAL AND/OR LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
Sirius Minerals Finance No.2 Limited
NOTICE TO HOLDERS
of the Issuer's outstanding
U.S.$400,000,000 5 per cent. Guaranteed Convertible Bonds due 2027
Guaranteed by, and convertible into Ordinary Shares of,
Sirius Minerals Plc (the Guarantor)
ISIN: XS1991116127 / Common Code: 199111612
Capitalised terms that are not defined in this notice shall have the meanings given to them in the Terms and Conditions of the Bonds (the Conditions).
17 September 2019
NOTICE IS HEREBY GIVEN that further to the Guarantor's announcement (the RNS Announcement) on the website of the London Stock Exchange plc dated 17 September 2019, a Stage 2 Debt Non-Occurrence Event occurred as at 17 September 2019. To view the RNS Announcement which shall be incorporated in, and form part of this notice, please paste the following URL into the address bar of your browser.
Accordingly, the Bonds shall be automatically redeemed pursuant to Condition 7(f) on 7 October 2019 (being the Stage 2 Debt Non-Occurrence Event Redemption Date) at their Accreted Principal Amount (being U.S.$203,737.16 per U.S.$200,000 in principal amount of the Bonds) as at such date together with accrued and unpaid interest (being U.S.$1,222.22 per U.S.$200,000 in principal amount of the Bonds) up to (but excluding) such date.
Each Bondholder has the right to elect that its Bonds shall not be redeemed pursuant to the occurrence of such Stage 2 Debt Non-Occurrence Event. To exercise such right, the holder of the relevant Bonds must submit a duly completed notice of election (a Bondholder's Stage 2 Debt Non-Occurrence Event Notice) to the Principal Paying, Transfer and Conversion Agent that is received on or before 26 September 2019.
The form of Bondholder's Stage 2 Debt Non-Occurrence Event Notice is available upon request from the Principal Paying, Transfer and Conversion Agent, the contact details for which are set out below.
As required by Condition 6(p), the Guarantor also confirms that:
(i) the Exchange Price immediately prior to the occurrence of the Stage 2 Debt Non-Occurrence Event was U.S.$0.2443 per Ordinary Share; and
(ii) the Closing Price of the Ordinary Shares as on 16 September 2019 (being the latest practicable date prior to the occurrence of the Stage 2 Debt Non-Occurrence Event) was £0.10 per Ordinary Share.
Bondholders should read carefully the contents of this Notice, including the RNS Announcement incorporated by reference herein, for all information material to Bondholders concerning the Stage 2 Debt Non-Occurrence Event.
Questions and requests for assistance in connection with the delivery of Bondholder's Stage 2 Debt Non-Occurrence Event Notices should be directed to the Principal Paying, Transfer and Conversion Agent:
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
Email: [email protected]
Attention: Corporate Trust Administration
For further information in relation to the contents of this notice, Bondholders should contact the following:
Sirius Minerals Plc
Chief Financial Officer of Sirius Minerals Plc and Director of Sirius Minerals Finance No.2 Limited
Third Floor, Greener House
London SW1Y 4RF
Telephone: +44 1723 470 074
Email: [email protected]
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.