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Sirius Minerals Fin. (S2IA)

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Monday 30 March, 2020

Sirius Minerals Fin.

Notice to Holders - Change of Control

RNS Number : 0697I
Sirius Minerals Finance Limited
30 March 2020
 

In respect of the 2023 Bonds

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN FINANCIAL AND/OR LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

 

 

Sirius Minerals Finance Limited

(LEI: 213800LUOAEU9FSA7589)

 (the Issuer)

NOTICE TO HOLDERS

(Bondholders)

of the Issuer's outstanding

U.S.$137,600,000 8.5 per cent. Guaranteed Convertible Bonds due 2023

 (the Bonds)

Guaranteed by, and convertible into Ordinary Shares of, Anglo American Woodsmith Limited (formerly known as Sirius Minerals Plc) (the Guarantor)

ISIN: XS1515223516

 

Capitalised terms that are not defined in this notice shall have the meanings given to them in the Terms and Conditions of the Bonds (the Conditions).

This notice is a Change of Control Notice as required by the Conditions.

30 March 2020. On 20 January 2020, the boards of the Guarantor, Anglo American plc ("Anglo American") and Anglo American Projects UK Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of the Guarantor by Bidco (the "Acquisition"), to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") which was contained in a document sent to the Shareholders on 7 February 2020 (the "Scheme Document"). The "Offer Price" at which each Ordinary Share was purchased pursuant to the Scheme was GBP 0.055.  

Full details of the Acquisition are set out in the Scheme Document.

On 17 March 2020 the Guarantor announced that the Scheme had become effective as of such date in accordance with its terms. Further to that notice, Bondholders are hereby notified that such event constituted a Change of Control. Anglo American, through its wholly owned subsidiary Bidco, has now completed the Acquisition of the Guarantor.

The Guarantor was renamed as Anglo American Woodsmith Limited on 18 March 2020.

This notice confirms details regarding Bondholders' entitlement to exercise their Conversion Rights as provided in the Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to Condition 7(e).

The Change of Control Period commenced on 17 March 2020, and the last day of the Change of Control Period will be 29 May 2020 (being the date falling 60 calendar days after the date of this notice).

 

Conversion of Bonds

Immediately prior to the occurrence of the Change of Control, the Exchange Price was U.S.$0.2790.

The indicative Change of Control Exchange Price applicable with effect from the first day of the Change of Control Period on the basis of such Exchange Price was U.S.$0.2464.

For the avoidance of doubt, the actual Change of Control Exchange Price applicable to a particular exercise of Conversion Rights will be the Exchange Price as at the relevant Conversion Date adjusted in accordance with Condition 6(b)(x).

The Closing Price of the Ordinary Shares on 16 March 2020 (being the latest practicable date prior to the publication of this notice, and also being the final date on which the Ordinary Shares were listed on the London Stock Exchange) was GBP 0.0549.

Bondholders remain entitled to exercise their Conversion Rights as provided in the Conditions. However, as previously advised to Bondholders on 7 February 2020, a Change of Control Conversion Right Amendment has been made to the articles of the Guarantor so that any Ordinary Shares issued upon the exercise of Conversion Rights after the Scheme became effective will be immediately transferred to Bidco in exchange for which the relevant Bondholder will receive, as transferor, an amount in cash equal to the Offer Price for each Ordinary Share transferred.

 

Redemption at the Option of Bondholders upon a Change of Control

Pursuant to Condition 7(e), as a result of the occurrence of a Change of Control, the holder of each Bond will have the right to require the Issuer to redeem that Bond on the relevant Put Date at its principal amount, together with accrued and unpaid interest of U.S.$ 944.44 per U.S.$200,000 Bond up to (but excluding) such date. To exercise such right in respect of the Bonds held by it in Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream Bank S.A. ("Clearstream, Luxembourg"), the holder of such Bonds must give notice to the Paying, Transfer and Conversion Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on such Bondholder's instruction by Euroclear or Clearstream, Luxembourg or any common depository for them to the Paying, Transfer and Conversion Agent by electronic means), at any time during the Change of Control Period.

The Put Date will be 18 June 2020 (being the fourteenth London business day after the expiry of the Change of Control Period).

Payment in respect of any such Bond shall be made by transfer to a U.S. dollar account with a bank in New York City as specified by the relevant Bondholder in the relevant Put Exercise Notice. A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds the subject of Put Exercise Notices delivered as aforesaid on the relevant Put Date.

 

For further information, Bondholders should contact:

 

Anglo American Woodsmith Limited

3rd Floor Greener House

68 Haymarket

London SW1Y 4RF

United Kingdom

 

Telephone:  +44 (0) 20 7968 8888

Email:  [email protected]

 

 


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