Fortescue Announces Cash Offer for Certain of Its Debt Securities

PERTH, Australia, March 18, 2021 / PRNewswire / – FMG Resources (august 2006) Pty Ltd (the “Company”), an Australian company and a direct wholly owned subsidiary of Fortescue Metals Group Ltd (“Fortescue” (ASX: FMG), an Australian company, today announced that it is offering holders of certain of its debt securities to be offered to sell for cash all of the Company’s 4.750% Senior Notes due 2022 (the “Notes”). The full terms of the tender offer are set out in an offer to purchase dated today (the “Offer to Purchase”), the Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”) and the Letter of Transmittal (the “Letter of sending ”) and any amendment or supplement thereto.

The expiry date of the tender offer is 5:00 p.m., New York City It’s time March 24, 2021 (the “Expiration Date”), and guaranteed deliveries must be made no later than 5:00 p.m., New York City It’s time March 26, 2021 (the “Notice of Guaranteed Delivery Date”). The “Full Consideration” payable to Holders who validly deposit (and do not validly withdraw) their Notes on or before the Expiry Date (or in accordance with the guaranteed delivery procedures set out in the Offer to Purchase) for each US $ 1,000 the principal amount accepted for purchase by the Company in accordance with the tender offer will be a price equal to the amount indicated for such Notes in the table below.

In addition to the Total Consideration, holders who validly contribute (and do not validly withdraw) their Notes and whose Notes are accepted for purchase by the Company in the public offer will receive accrued and unpaid interest from the last date of interest payment for the Notes. up to, but excluding, the applicable settlement date (“Accrued Interest”). The settlement date for tickets accepted for purchase and delivered on or before the expiration date should be promptly after the expiration date and should be March 25, 2021. The settlement date for tickets accepted for purchase and delivered in accordance with the guaranteed delivery procedures set out in the offer to purchase should be promptly after notice of the guaranteed delivery date and should be March 29, 2021. For the avoidance of doubt, accrued interest will cease to accrue on the applicable settlement date for all Bonds accepted in the tender offer, including those provided by the guaranteed delivery procedures set out in the tender offer.

The following table shows for the Notes, the applicable security identifiers, the total outstanding principal amount of the Notes and the total consideration:

Security title

CUSIP No.

IS IN

Aggregate
Main
Rising
Exceptional

Total
Consideration(1) (2)

4.750% Senior
Notes due 2022

144A:
30251GAU1

Reg S:
Q3919KAJ0

144A:
US30251GAU13

Reg S:
USQ3919KAJ09

US $ 750,000,000

$ 1,047.00


_____________________________

(1)

All Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest applicable on the Notes purchased from the last interest payment date for the Notes up to, but excluding, the applicable settlement date.

(2)

By principal amount of USD 1,000 of Notes deposited and accepted for purchase by the Company, excluding accrued interest.

The take-over bid is subject to various conditions, including a condition that the Company must have completed an offer of senior unsecured notes on terms satisfactory to the Company, providing net proceeds that are at least sufficient. to pay the total consideration and accrued interest for all tendered Notes, plus all costs and expenses related to the tender offer. The issuance of the Senior Unsecured Notes will be made only by means of the offering memorandum relating to this offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, of the senior unsecured notes relating to such offer.

The Company may modify or terminate the tender offer and may extend the expiration date or any payment date relating to the tender offer.

This press release, including the following, is qualified in its entirety by the Offer to Purchase and, if applicable, the Letter of Transmittal and Notice of Guaranteed Delivery.

The Company and Fortescue have retained JP Morgan Securities LLC (“JP Morgan”) as Dealer Manager for the tender offer. DF King & Co is acting as information agent and custodian of the public tender offer. For more information on the terms of the tender offer, please contact JP Morgan at (866) 834-4087 (toll free) or (212) 834-4087 (collect). Requests for documents and questions regarding the deposit of the Notes may be directed to DF King by telephone at (866) 796-7179 (toll free), by facsimile at (212) 709-3328 or by e-mail at [email protected]. Copies of the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery can be viewed at www.dfking.com/fmg.

This press release does not constitute an offer or an invitation to participate in the public tender offer. The tender offer is made pursuant to the Offer to Purchase, the Notice of Guaranteed Delivery and the Letter of Transmittal, copies of which will be delivered to the Noteholders, and which set out the full terms and conditions. of the takeover bid. Holders are urged to carefully read the Offer to Purchase, the Notice of Guaranteed Delivery and the Letter of Transmittal before making any decision with respect to their Notes. The take-over bid is not being made to, and the Company will not accept offers of Notes from Holders in any jurisdiction in which it is illegal to make such an offer or solicitation. None of Fortescue, the Company, their respective directors, the Dealer Manager, the Information Agent and the Depositary or Trustee of the Notes makes any recommendation as to whether Holders should deposit the Notes in response to the ‘take-over bid. Neither the Offer to Purchase nor any related documents have 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 on the accuracy or adequacy of the Offer to Purchase or any related material, and it is illegal and may constitute a criminal offense to make a statement to the contrary.

Certain statements contained in this press release, including those describing the completion of the tender offer, constitute forward-looking statements. These statements are not historical facts but represent only Fortescue’s belief regarding future events, many of which by their nature are inherently uncertain and beyond Fortescue’s control. It is possible that actual results will differ, perhaps materially, from the anticipated results shown in these statements.

SOURCE FMG Resources


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John A. Bogar