First Quantum Minerals Sets Cash Tender Offer for Senior Notes
(In United States dollars, except where noted otherwise)
TORONTO — First Quantum Minerals Ltd. (the “Company” or “First Quantum”) (TSX: FM) has embarked on an initiative aimed at acquiring any outstanding 6.875% Senior Notes due 2027 through a cash tender offer (the “Tender Offer”). This proposal allows holders of the Notes to exchange their securities for cash, and more details can be found in the accompanying Offer to Purchase and Notice of Guaranteed Delivery.
Overview of the Tender Offer
The Tender Offer is set to conclude at 5:00 PM, New York City time, shortly after the offer's launch. Holders of the Notes are encouraged to act promptly. The payment terms are structured such that each $1,000 principal amount of Notes tendered prior to the closing will receive a calculated amount, referred to as the “Notes Consideration.” This amount is derived from a fixed spread in conjunction with the yield on the U.S. Treasury Reference Security, as reported in financial markets.
Those who successfully tender their Notes will also receive a cash amount representing accrued interest from the last payment date up to, but not including, the Settlement Date. It’s vital for tendering Holders to note that once their Notes are accepted, interest will cease to accrue.
Cancellation and Withdrawal Policies
Tendered Notes can be withdrawn before the cutoff date, ensuring that holders have control over their decision-making. Following the Tender Offer's completion, any Notes accepted for purchase will be officially canceled, marking a significant refinancing step for the Company.
Details of the Senior Notes
To clarify the structure involved in this Tender Offer, holders must be aware of the minimum principal amounts required for submission. Notably, holders who do not tender all their Notes must maintain their holdings within specified authorized denominations.
Strategic Refinancing Objectives
The core purpose of the Tender Offer is to consolidate and refinance the existing Notes, facilitating a smoother financial strategy for the Company. This move aligns with the Company’s broader financial strategy, which includes the issuance of new senior notes, projected to enhance their funding capabilities.
First Quantum anticipates that the proceeds generated from the anticipated New Notes issuance will assist in the purchase of outstanding Notes as part of the overall financing strategy. This initiative contributes to achieving a robust financial foundation for the Company's future growth plans.
Redemption and Further Actions
Upon successful completion of the Tender Offer, the Company also plans to execute a redemption process for any Notes that are not tendered, effective from a specific future date. This redemption will be conducted following the terms outlined in the governing indenture documents. It's important to highlight that while the Company aims to execute this redemption, they cannot guarantee the numbers or timelines will align with expectations, which makes adherence to deadlines imperative.
Furthermore, holders of 90% or more of the Notes who participate in the Tender Offer will provide blanket consent, allowing the Company to proceed with redemptions for the remaining Notes efficiently.
Obligations and Risks
The successful execution of the Tender Offer is contingent upon specific financial conditions being met, including completing the New Notes issuance. Such requirements are defined to ensure that First Quantum can fulfill its undertakings regarding the notes tendered within the market. Additionally, the Company maintains the right to adjust the offer terms to ensure optimal outcomes for their financial strategy.
Such amendments include waivers, deadline extensions, or modifications to the principal amounts being offered. In this dynamic financial landscape, the Company's proactive approach allows for flexibility as needed.
Capitalized terms not defined in this announcement align with those in the Offer to Purchase, providing clarity and consistency across communications.
Contact Information and Further Inquiries
To facilitate queries regarding the Tender Offer, First Quantum Minerals has appointed Kroll Issuer Services Limited as the Tender and Information Agent. Holders seeking further insight or additional documents can reach out directly for assistance, ensuring that they have access to all necessary information.
Investor Relations contacts include:
Bonita To, Director, Investor Relations
(416) 361-6400
Toll-free: 1 (888) 688-6577
E-Mail: info@fqml.com
Media Relations
James Devas, Manager, Corporate Affairs
+44 207 291 6630
E-Mail: james.devas@fqml.com
Frequently Asked Questions
What is the purpose of the Tender Offer?
The Tender Offer aims to acquire outstanding 6.875% Senior Notes due 2027 to facilitate refinancing and enhance financial stability.
How does the offer expiration date affect holders?
Holders must submit their Notes prior to the expiration date to participate in the cash exchange; otherwise, their submissions will be invalid.
What happens to notes accepted in the Tender Offer?
Any Notes accepted for purchase will be canceled following the completion of the Tender Offer, ending their interest accrual from that date.
Who can I contact for more information regarding the offer?
Kroll Issuer Services Limited serves as the Tender and Information Agent, and further contact details are provided for specific inquiries.
What are the conditions surrounding the execution of the offer?
The Tender Offer's execution is subject to the successful completion of subsequent financing initiatives pertaining to the New Notes issuance.
