Proposed US$500m senior secured notes offering
19 July 2019
Sirius Minerals Plc
Proposed US$500 million senior secured notes offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN.
Sirius Minerals Plc (the "Company" and, together with its consolidated subsidiaries, the "Group") announces an intention to offer US$500 million in aggregate principal amount of senior secured notes due 2027 (the "Notes") as part of the Group's previously announced Stage 2 Financing. The Notes will be issued by York Potash Intermediate Holdings plc (the "Issuer"), a public limited company incorporated under the laws of England and Wales and an indirect, wholly owned subsidiary of the Company
The proceeds of the offering will be used, together with proceeds from the other elements of the Stage 2 Financing, to fund the construction and development of a polyhalite mine, located in North Yorkshire in the United Kingdom (the "Project") in line with Project milestones to the point at which the Project generates positive operating cash flows.
The Notes will be senior secured obligations of the Issuer and will rank pari passu in right of payment to all of the Issuer's existing and future senior indebtedness. The Notes will initially be guaranteed on a senior secured basis by York Potash Holdings Limited, the direct parent of the Issuer, and York Potash Ltd. and York Potash Processing & Ports Limited, subsidiaries of the Issuer, and on a senior unsecured basis by the Company. The proceeds of the Notes will initially be deposited into an escrow account, with the release of the proceeds from escrow subject to the satisfaction of certain conditions.
For further information, please contact:
Sirius Minerals Plc
Jennifer Wyllie, Tristan Pottas
Email: [email protected]
Tel: +44 845 524 0247
Alex Simmons, Ed Brown
Email: [email protected]
Tel: +44 7970 174 353
Tel: +44 7540 412 298
This press release is for information purposes only and is not an offer for sale or a solicitation of an offer to buy any security in the United States or in any other jurisdiction. The Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of the Notes described in this announcement and any related guarantees has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly, any offer or sale of the Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act, and to persons who are not U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in United States, Canada, Australia, South Africa or Japan. The information in this document does not constitute an offer of securities for sale in Canada, Hong Kong, Singapore, [Japan] or Australia.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), (ii) are persons falling within Article 49(2)(a) to (d) (such as certain high net worth companies and unincorporated associations) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement is not an offer of securities to the public in any member state of the European Economic Area (the "EEA") that has implemented Directive 2003/71/EC (together with any amendments thereto and any applicable implementing measures in any member state, the "Prospectus Directive"). In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state that has implemented the Prospectus Directive, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of Article 2(1)(e) the Prospectus Directive or in any other circumstances falling within Article 3(2) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Directive, as implemented in the EEA member states, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
Neither the content of any website of the Group nor any website accessible by hyperlinks on the Group's website is incorporated into, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This press release may include "forward-looking" statements within the meaning of U.S. securities laws and the laws of certain other jurisdictions. Forward-looking statements are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. These forward-looking statements include all matters that are not historical facts and statements regarding our intentions, beliefs or current expectations concerning, among other things, our future operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which we operate and the general economic outlook.. The words "believes", "estimates", "anticipates", "expects", "intends", "plans", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, and similar expressions are also intended to identify forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and our actual operating results and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our operating results, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. You should not place undue reliance on forward-looking statements and the Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
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