Tender offer for outstanding notes due 2023
21 Upper Brook Street
London W1K 7PY
September 22, 2020
Fresnillo announces cash tender offer for
its outstanding notes due 2023
MEXICO CITY, MEXICO - September 22, 2020 - Fresnillo plc ("Fresnillo") (LSE: FRES; BMV: FRES) announces that it has commenced an offer to purchase its outstanding US$800,000,000 principal amount of 5.500% Notes due 2023 (CUSIP/ISIN: 358070AA8; G371E2AA6 / US358070AA88; USG371E2AA61) (the "Tender Securities") pursuant to an offer (the "Tender Offer") to purchase for cash any and all of the Tender Securities on the terms and subject to the conditions set forth in the offer to purchase, dated September 22, 2020 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").
The Tender Offer will expire at 8:00 a.m. (New York City time) on September 29, 2020, unless extended (such date and time, as the same may be extended, the "Expiration Date"). Tender Securities validly tendered may be withdrawn at any time at or prior to 8:00 a.m. (New York City time) on September 29, 2020, unless extended, but not thereafter. The settlement date of the Tender Offer will be promptly following the Expiration Date, expected to be no later than three business days following the Expiration Date, or October 2, 2020, unless extended (such date, as the same may be extended, the "Settlement Date").
Holders of Tender Securities who (i) validly tender their Tender Securities on or prior to the Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior to the Expiration Date and tender their Tender Securities at or prior to 5:00 p.m. (New York City time) on the second business day after the Expiration Date, which is expected to be October 1, 2020, will be eligible to receive US$1,120 for each US$1,000 principal amount of Tender Securities (the "Tender Consideration"). In addition to the Tender Consideration, holders whose Tender Securities are accepted for purchase will be paid the accrued and unpaid interest on such Tender Securities to, but not including, the Settlement Date (the "Accrued Coupon Payment"), together with any additional interest. The Tender Consideration and the Accrued Coupon Payment will be payable in cash. Interest will cease to accrue on the Settlement Date for all Tender Securities purchased in the Tender Offer.
Fresnillo's obligation to accept and pay for the Tender Securities validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to (i) the satisfaction of certain customary conditions described in the Offer to Purchase, including the occurrence of an event that would prohibit, restrict or delay the consummation of the Tender Offer or materially impair the contemplated benefits to Fresnillo of the Tender Offer, (ii) the entry by Fresnillo prior to the Expiration Date into a purchase agreement, on terms and conditions reasonably satisfactory to Fresnillo, in connection with the offering of notes in the international capital markets, yielding net proceeds to Fresnillo sufficient to fund the aggregate Tender Consideration and Accrued Coupon Payment, together with any additional interest thereon, due to holders of the Tender Securities tendered in the Tender Offer, and (iii) the successful closing of such offering and receipt by Fresnillo of the net proceeds therefrom on or prior to the Settlement Date (the "New Bond Settlement Condition"). These conditions may be waived by Fresnillo, in whole or in part, at any time and from time to time, in its sole discretion, subject to applicable law. The Tender Offer is not contingent upon the tender of any minimum principal amount of Tender Securities.
Subject to applicable law, the Tender Offer may be amended, extended or, upon failure of a condition to be satisfied or waived prior to the Expiration Date or Settlement Date (solely with respect to the New Bond Settlement Condition), as the case may be, terminated. If Fresnillo terminates the Tender Offer, it will give prompt notice to the tender agent for the Tender Offer and all Tender Securities tendered will be returned promptly to the tendering holders thereof. With effect from such termination, any Tender Securities blocked in The Depository Trust Company ("DTC") will be released.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Tender Securities as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, a Tender Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.
Fresnillo has retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. to act as dealer managers in connection with the Tender Offer (the "Dealer Managers"). Global Bondholder Services Corporation will act as the tender agent and information agent for the Tender Offer.
Any questions or requests for assistance regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) and (212) 723-6106 (collect), J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll-free) and (212) 834-7279 (collect) or Santander Investment Securities Inc. at +1 (855) 404-3636 (toll-free) and (212) 940-1442 (collect). Requests for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at +1 (866) 470-4500 (toll-free) or +1 (212) 430-3774 (collect). The Offer Documents can be accessed at the following link: https://www.gbsc-usa.com/fres/.
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This press release is for informational purposes only. This press release shall not constitute an offer to purchase or sell or the solicitation of an offer to sell or purchase any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. Any securities to be issued by Fresnillo have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state or other jurisdiction's securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Tender Offer is being made solely pursuant to the Offer Documents. The Offer Documents have not been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any other documents related to the Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender Offer is not being made to holders of Tender Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Fresnillo by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS EXCLUSIVELY FRESNILLO'S RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES). FRESNILLO HAS NOT FILED WITH THE CNBV A REQUEST FOR AUTHORIZATION OF THE TENDER OFFER. THE TENDER OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND IT MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE TENDER OFFER MAY ONLY BE MADE AVAILABLE IN MEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS (INVERSIONISTAS INSTITUCIONALES OR INVERSIONISTAS CALIFICADOS), SOLELY PURSUANT TO THE PRIVATE OFFERING EXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES) AND REGULATIONS THEREUNDER. IN MAKING A DECISION AS TO WHETER TO TENDER ANY OF THEIR TENDER SECURITIES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF THE TENDER OFFER.
The information contained within this announcement is deemed by Fresnillo plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person making the notification is Carlos Ortiz Mena, Head of Legal, Fresnillo plc. The time of the notification is 2:30 pm UK time.
The communication of this press release and any other documents or materials relating to the transactions described herein is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being directed at and made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in this document) and is for distribution only to persons who (i) 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 (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are members or creditors of certain bodies corporate as defined by or within Article 43(2) of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with securities may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The Tender Offer is only available to, and the Tender Offer is engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the Tender Offer or any of its contents.
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Fresnillo undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.