(In United States dollars, except where noted otherwise)
VANCOUVER, Feb. 20, 2018 /CNW/ - First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM") today announced that it has successfully completed the pricing of its offering of Senior Notes due 2024 and 2026. The original offering amount of $1,500 million has been increased to $1,850 million, comprised of $850 million of Senior Notes due 2024 (the "2024 Notes") and $1,000 million of Senior Notes due 2026 (the "2026 Notes" and together with the 2024 Notes, the "Notes").
Interest on the 2024 Notes will accrue at a rate of 6.500% per annum and interest on the 2026 Notes will accrue at a rate of 6.875% per annum. Settlement is expected to take place on or about February 27, 2018, subject to customary conditions precedent for similar transactions.
The Notes will be senior obligations of the Company and will be guaranteed by certain of the Company's subsidiaries. Interest will be payable semi-annually.
The Company intends to use the proceeds from the sale of the Notes (i) to prepay all of the outstanding indebtedness under the Company's term loan facility entered into on October 19, 2017, (ii) to repay amounts drawn and outstanding under the Company's revolving credit facility entered into on October 19, 2017 to provide liquidity sufficient to fund the Company's share of remaining capital expenditures relating to the Cobre Panama project, (iii) for general corporate purposes and (iv) to pay fees associated with the offering.
As a result of this offering, the Company is no longer pursuing the $2.25 billion project finance facility as a source of financing for the Cobre Panama project.
This announcement is not an offer of securities for sale in the United States or any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any offers of the Notes will be made only by means of the offering memorandum. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States or any other jurisdiction. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements.
It may be unlawful to distribute this announcement in certain jurisdictions. The information in this announcement does not constitute an offer of securities for sale in the United States, Canada, Japan, Australia or any other jurisdiction.
In member states of the EEA, this announcement and any offer of securities if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company and others will rely upon the truth and accuracy of the foregoing representations and agreements. This announcement constitutes a public disclosure of inside information by the Company under Regulation (EU) 596/2014 (16 April 2014).
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) the high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities referred to herein in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the securities referred to herein, and any representation to the contrary is an offence.
First Quantum's address is set out below. For further information, including obtaining a copy, once filed, of the report required to be filed with applicable securities regulators in respect of the matters described in this news release, please contact First Quantum at one of the numbers listed at the end of this news release.
14th Floor, 543 Granville Street Vancouver, British Columbia V6C 1X8 +1 604-688-6577
On Behalf of the Board of Directors of First Quantum Minerals Ltd. G. Clive Newall President
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under applicable Canadian securities legislation. Such forward-looking statements or information involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such factors may include, among others, those factors disclosed in the Company's documents filed from time to time with the Alberta, British Columbia, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Ontario Securities Commissions, the Autorité des marchés financiers in Quebec, the United States Securities and Exchange Commission and the London Stock Exchange.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II") or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
SOURCE First Quantum Minerals Ltd.
For further information: North American contact: Sharon Loung, Director, Investor Relations, (647) 346-3934 or Toll Free: 1 (888) 688-6577, (604) 688-3818 (FAX), [email protected]; United Kingdom contacts: Clive Newall, President, +44 207 612 8674, +44 140 327 3494 (FAX), [email protected]; Hannes Meyer, Chief Financial Officer, +44 207 612 8616, [email protected]; Martin Walker, Group Treasurer, +44 207 612 8638, [email protected]