Sirius Minerals Plc Convertible Bond Offering Results (2246O)

TIDMSXX

RNS Number : 2246O

Sirius Minerals Plc

03 November 2016

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

3 November 2016

Sirius Minerals Plc

Convertible Bond Offering Results

Sirius Minerals Plc (the "Company" or the "Guarantor") today announces the successful placement of US$400 million of Guaranteed Convertible Bonds due 2023 (the "Bonds"), guaranteed by the Guarantor.

Concurrently with the Offering, Sirius Minerals Plc raised GBP370 million with a firm placing and placing and open offer of new ordinary shares in the capital of the Guarantor (the "Concurrent Equity Placement"). Additionally, the Company has secured a royalty financing contractual arrangement for a total of US$300 million with Hancock British Holdings Ltd, a subsidiary of Hancock Prospecting Pty Ltd, as announced on 25 October 2016 (the "Royalty Financing").

The Company intends to use the net proceeds of the Offering, the Concurrent Equity Offering and the Royalty Financing as part of the approximate US$1.2 billion first stage of the financing to begin the construction of its North Yorkshire polyhalite project.

The Bonds will be issued by Sirius Minerals Finance Limited (the "Issuer"), a wholly-owned subsidiary of the Company incorporated in Jersey and will be guaranteed by the Company.

The Bonds will be issued at par and carry a coupon of 8.5% per annum payable quarterly in arrear in equal instalments. The Bonds will be convertible into fully paid ordinary shares of the Company (the "Ordinary Shares") with the initial conversion price set at US$0.3076, representing a 25% premium above the clearing price of the Concurrent Equity Placement of GBP0.20 (converted into U.S. dollars at a GBP/USD 1.2304 rate).

On the Closing Date (as defined below), the Issuer will transfer to an escrow account (which is to be secured for the benefit of the bond trustee for itself and the bondholders) a sum equal to the full amount of the first twelve interest payments on the Bonds, which can be released in certain circumstances as specified by the Terms and Conditions of the Bonds.

Unless previously converted or redeemed, or purchased and cancelled, the Bonds will be redeemed at par on 28 November 2023.

The Issuer will have the option to redeem all, but not some only, of the outstanding Bonds:

-- At any time on or after 19 December 2018 at par plus accrued interest if the Call Value of the Ordinary Shares underlying a Bond shall have been at least US$ 350,000;

-- At any time on or after 19 December 2021 at par plus accrued interest if the Call Value of the Ordinary Shares underlying a Bond shall have been at least US$ 300,000; and

-- At any time, if 85 per cent. or more of the aggregate Principal Amount of the Bonds originally issued shall have been previously converted or repurchased and cancelled (the "Clean-up Call"),

where the "Call Value" means the value of the Ordinary Shares (converted into U.S. dollars at the prevailing rate) underlying each Bond of US$200,000 in principal amount as calculated on each of at least 20 dealing days in any period of 30 consecutive dealing days ending not more than 7 days prior to the giving of the notice of redemption.

Settlement and delivery of the Bonds is expected to take place on or about 28 November 2016 (the "Closing Date").

Settlement of the Bonds is conditional upon (i) approval of the shareholders of the Guarantor of the resolutions to be proposed at a General Meeting of the Guarantor to be held on 24 November 2016 in relation to the issue of new Ordinary Shares in connection with any conversion of the Bonds and the Concurrent Equity Placement and (ii) the admission to trading of the new Ordinary Shares issued in connection with the Concurrent Equity Placement on the London Stock Exchange's AIM.

It is intended that application will be made for the Bonds to be listed on the Channel Islands Securities Exchange (or another recognised stock exchange) and the Open Market of the Frankfurt Stock Exchange prior to the first interest payment date.

The Company and its Subsidiaries have agreed to a lock-up undertaking for a period from the pricing date to 180 days after the Closing Date in respect of the Ordinary Shares (and equity-linked instruments in respect of the Ordinary Shares), subject to customary exceptions and excluding any Ordinary Shares issued pursuant to the Concurrent Equity Placement.

The Company intends to seek a listing for the Shares on the premium listing segment of the Official List of the Financial Conduct Authority and admission to trading on the London Stock Exchange's main market for listed securities within the next 12 months, subject to meeting the eligibility criteria contained in Chapter 6 of the Listing Rules. However, as at the date of this announcement, the Company has not yet entered into any discussions with the UK Listing Authority in connection with such a premium listing. There can be no assurance that the Company will meet the eligibility criteria for a premium listing or that a premium listing will be achieved.

J.P. Morgan Cazenove is acting as Sole Bookrunner.

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities and the Offering is not an offer to the public in any jurisdiction.

This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offering and the Bonds described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Tristan Pottas, Investor Relations Manager.

For further information, please contact:

 
 Sirius Minerals Plc 
  Investor Relations          Tristan Pottas 
  Manager                     Email: [e-mail]     Tel: +44 845 
                                                                   524 0247 
-------------------------  -------------------------------  --------------- 
 Sole Bookrunner            Ben Davies, Jamie                   Tel: +44 20 
  J.P. Morgan Cazenove       Riddell                              7742 4000 
 NOMAD                      Clayton Bush, 
  Liberum Capital Limited    Neil Elliot,                       Tel: +44 20 
                             Steve Tredget,                       3100 2222 
                             Jill Li 
 Media Enquiries            Jos Simson, Mike 
  Tavistock                  Bartlett,                          Tel: +44 20 
                             Emily Fenton                         7920 3150 
-------------------------  -------------------------------  --------------- 
 

About Sirius Minerals Plc

Sirius Minerals Plc is the fertilizer development company focused on the development of its North Yorkshire polyhalite project, the United Kingdom. It has the world's largest and highest grade deposit of polyhalite, a multi-nutrient form of potash containing potassium, sulphur, magnesium and calcium. Incorporated in 2003, Sirius Minerals Plc's shares are traded on the London Stock Exchange's AIM market. Further information on the Company can be found at: www.siriusminerals.com.

DISCLAIMER

NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTOR, THE SOLE BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE GUARANTOR AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE UNITED STATES) OR IN CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW (EACH AN "EXCLUDED TERRITORY"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR BONDS OR ORDINARY SHARES TO OR BY ANYONE IN THE UNITED STATES OR ANY EXCLUDED TERRITORY OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR INVITATION OR UNDERTAKE SUCH SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN ANY EXCLUDED TERRITORY OR TO, OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL RESIDENT OR CITIZEN OF ANY EXCLUDED TERRITORY. THE BONDS, THE GUARANTEE AND THE ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY OTHER STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE BONDS, THE GUARANTEE AND THE ORDINARY SHARES MAY NOT BE OFFERED, SOLD, RESOLD, TAKEN UP, TRANSFERRED, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER IN THE UNITED STATES. THE BONDS ARE ONLY BEING OFFERED

OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT. SUBJECT TO CERTAIN EXCEPTIONS, NO ACTION HAS BEEN TAKEN BY THE COMPANY OR BY THE SOLE BOOKRUNNER THAT WOULD PERMIT AN OFFER OF THE BONDS, THE GUARANTEE OR THE ORDINARY SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN ANY EXCLUDED TERRITORY OR ELSEWHERE.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

THE INFORMATION IN THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION, REPRODUCTION, OR DISCLOSURE OF THIS INFORMATION IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS OR ACTIVITIES SHOULD NOT BE TAKEN AS A REPRESENTATION THAT SUCH TRENDS OR ACTIVITIES WILL CONTINUE IN THE FUTURE.

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION TOGETHER WITH THE INFORMATION MEMORANDUM PREPARED BY THE ISSUER IN CONNECTION WITH THE OFFERING IN BOTH PRELIMINARY AND FINAL FORM. NEITHER THE SOLE BOOKRUNNER NOR ANY OF ITS RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION OR THE INFORMATION MEMORANDUM REFERRED TO ABOVE IN EITHER PRELIMINARY OR FINAL FORM. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER, THE GUARANTOR OR THE SOLE BOOKRUNNER MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND THE GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE SOLE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.

EACH OF THE ISSUER, THE GUARANTOR, THE SOLE BOOKRUNNER AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE

This information is provided by RNS

The company news service from the London Stock Exchange

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November 03, 2016 03:03 ET (07:03 GMT)