2 Sep 2009 14:00
Peter Hambro Mining Plc - Announcement of Tender Offer and Consent Solicitation
Peter Hambro Mining Plc 2 September 2009
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the "United States") OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY ("Italy").
Invitation by
Peter Hambro Mining Group Finance Limited (Incorporated in Guernsey with registered number 43253)
to the holders of the outstanding
US$53,000,000 7.00 per cent. Guaranteed Gold Equivalent Exchangeable Bonds due 2012 issued by the Company
to tender their Bonds to the Company for cash (the "Tender Offer")
Peter Hambro Mining Group Finance Limited (the "Company"), today announces a Tender Offer and Consent Solicitation to the holders of the outstanding US$53,000,000 7.00 per cent. Guaranteed Gold Equivalent Exchangeable Bonds due 2012 (the "Bonds") issued by the Company. The Bonds have an outstanding principal amount of US$53,000,000 as a result of previous Bond repurchases. The Company is seeking to cancel this part of its debt capital with the aim of strengthening its financial position. The Company believes that the purchase and redemption of the Bonds will, accordingly, enhance the overall business and prospects of the group.
| ISIN/Common Code | Outstanding Principal Amount | Early Tender Consideration (1) | Late Tender Consideration (2) |
| XS0326034674/ 032603467 | US$53,000,000 | US$109,000 per US$100,000 | US$104,000 per US$100,000 |
(1) Payable in respect of Bonds validly tendered for purchase prior to 4:00 p.m. (London time) on 9 September 2009.
(2) Payable in respect of Bonds validly tendered for purchase prior to 4:00 p.m. (London time) on 22 September 2009.
Details of the Tender Offer
The Company invites the holders of the outstanding Bonds (the "Bondholders") to tender their Bonds to the Company for cash, subject to the terms and conditions set forth in the tender and consent memorandum relating to the Tender Offer and the Consent Solicitation (as defined below) dated 2 September 2009 (the "Tender and Consent Memorandum").
In order to participate in the Tender Offer, Bondholders must validly tender their Bonds for purchase by 4.00 p.m. (London time) on 22 September 2009 (the "Expiration Deadline"), unless such Expiration Deadline is extended or otherwise amended, as provided in the Tender and Consent Memorandum. Electronic Voting Instructions will be irrevocable except in the limited circumstances described in the Tender and Consent Memorandum.
Bondholders who validly tender their Bonds at or prior to 4.00 p.m. (London time) on 9 September 2009 (the "Early Tender Deadline") will be eligible to receive a cash purchase price of US$109,000 per US$100,000 in principal amount of the Tendered Bonds (the "Early Tender Consideration"), to the extent that such Tendered Bonds are accepted for purchase by the Company.
Bondholders who validly tender their Bonds after the Early Tender Deadline but at or prior to the Expiration Deadline will be eligible to receive a cash purchase price of US$104,000 per US$100,000 in principal amount of the Tendered Bonds (the "Late Tender Consideration"), to the extent that such Tendered Bonds are accepted for purchase by the Company.
The Company will pay the Early Tender Consideration or the Late Tender Consideration, as applicable, to Bondholders on the Settlement Date, together in each case with an amount in respect of interest accrued on the Bonds since the last interest payment date.
By tendering its Bonds through the Clearing Systems, each Bondholder will be deemed to cast votes in respect of the aggregate principal amount of Bonds tendered by such Bondholder in favour of the Extraordinary Resolution at the Bondholder Meeting detailed below.
Acceptance by the Company of offers to tender the Bonds is conditional upon the Extraordinary Resolution being passed at the Bondholder Meeting. If the Extraordinary Resolution is not passed, Bondholders will continue to hold the Bonds subject to their terms and conditions.
Consent Solicitation
In conjunction with the Tender Offer, a Bondholder Meeting has been convened by the Company to take place on 24 September 2009, to consider and, if thought fit, pass the Extraordinary Resolution which, subject to certain conditions set out therein, seeks to make certain changes to the transaction documents to permit the Company, at its option, to redeem and cancel all, but not some only, of the Bonds on the Settlement Date (the "Consent Solicitation" and together with the Tender Offer, the "Offer"). The form of the notice of the Bondholder Meeting (the "Notice of Meeting") and the form of the Extraordinary Resolution are set out in the Tender and Consent Memorandum.
Each Bondholder should be aware that if the Extraordinary Resolution is duly approved at the Bondholder Meeting, Bonds held by it will be subject to redemption on the Settlement Date as described in the Notice of Bondholder Meeting. Any such Bonds will be redeemed at a price of US$104,000 per US$100,000 in principal amount of the Bonds held by each Bondholder, plus accrued interest.
Bondholders should refer to both the Tender and Consent Memorandum and the Notice of Meeting for full details of the Consent Solicitation and the Extraordinary Resolution to be put to Bondholders.
Settlement
The settlement date for the Offer is expected to be no less than 5 but no more than 10 business days following the Bondholder Meeting (the "Settlement Date"). The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender and Consent Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced by the Company as provided in the Tender and Consent Memorandum as soon as reasonably practicable after the relevant decision is made.
Timetable
The timetable for the Offer is detailed below:
| Event | Dates and Times |
| Event | Dates and Times |
| Commencement of the Offer Period | 2 September 2009 |
| Early Tender Deadline | 4.00 p.m. on 9 September 2009 |
| Expiration Deadline | 4.00 p.m. on 22 September 2009 |
| Bondholder Meeting | 4.00 p.m. on 24 September2009 |
| Settlement Date | Expected to be no less than 5 but no more than 10 business days following the Bondholder Meeting |
Irrevocable Undertakings
As at the date of this announcement, Bondholders holding an aggregate amount of US$33,600,000 of the Bonds (representing 63.4 per cent. of the principal amount of the Bonds outstanding), have irrevocably committed to participate in the Tender Offer and to vote in favour of the Extraordinary Resolution at the Bondholder Meeting (as to which, see below).
General
Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds whether such intermediary needs to receive instructions from such holder before the deadlines specified in the Tender and Consent Memorandum in order for that holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer. The deadlines set by each Clearing System for the submission and withdrawal of Electronic Voting Instructions will also be earlier than the relevant deadlines specified in the Tender and Consent Memorandum.
Copies of the Tender and Consent Memorandum are available from the Tender Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to such terms in the Tender and Consent Memorandum
Requests for information in relation to the Offer should be directed to:
The Dealer Manager
J.P. Morgan Cazenove Limited 20 Moorgate London EC2R 6DA United Kingdom
Telephone: +44 20 7588 2828Fax: +44 20 7155 9603Attention: Joe SeifertEmail : joe.seifert@jpmorgancazenove.com
The Tender Agent
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom
Telephone: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: David Shilson Email: peterhambro@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender and Consent Memorandum. This announcement and the Tender and Consent Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Dealer Manager, the Tender Agent, or the Company makes any recommendation as to whether Bondholders should tender their Bonds in the Tender Offer or participate in the Consent Solicitation.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of the Tender and Consent Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender and Consent Memorandum comes are required by the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Neither this announcement nor the Tender and Consent Memorandum constitutes an offer to buy or the solicitation of an offer to sell Bonds, and tenders of Bonds for purchase pursuant to the Tender Offer will not be accepted from Bondholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an offer to be made by a licensed broker or dealer and the Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender and Consent Memorandum. Any tender of Bonds for purchase pursuant to the Offer from a Bondholder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Tender Offer, whether any such representation given by a Bondholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
United States
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, US persons (as defined under Regulation S of the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by US persons. Accordingly, copies of this announcement and the Tender and Consent Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to US persons. Any purported tender of Bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a US person or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a US person will be invalid and will not be accepted.
This announcement and the Tender and Consent Memorandum is not an offer of securities for sale in the United States or to US persons. The Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of U.S. persons. The purpose of this announcement and the Tender and Consent Memorandum is limited to the Offer, and neither this announcement nor the Tender and Consent Memorandum may be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.
Each holder of Bonds participating in the Tender Offer will represent that it is not a US person and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy
The Tender Offer is not being made, directly or indirectly, in the Republic of Italy ("Italy"). The Tender Offer, this announcement and the Tender and Consent Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Societd e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Bondholders are notified that, to the extent Bondholders are located or resident and/or located in Italy, the Tender Offer is not available to them and they may not tender Bonds in the Tender Offer and, as such, any Electronic Tender Instruction received from or on behalf of such persons shall be ineffective and void, and neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Offer or the Bonds may be distributed or made available in Italy.
United Kingdom
The communication of this announcement, the Tender and Consent Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised 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 made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (Order)) or within Article 43 of the Order, or any other persons to whom it may otherwise lawfully be communicated in accordance with the Order.
Belgium
Neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezeri) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, Belgian Public Offer Law), each as amended or replaced from time to time.
Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender and Consent Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Tender and Consent Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender and Consent Memorandum nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monetaire et financier, are eligible to participate in the Tender Offer. This announcement and the Tender and Consent Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.