First Quantum Minerals Announces $1 Billion Senior Notes Offering
(In United States dollars, except where noted otherwise)
TORONTO, May 17, 2023 (GLOBE NEWSWIRE) — First Quantum Minerals Ltd. (“First Quantum” or “the Company”) (TSX: FM) today announced that it is launching an offering (the “Offering”) of $1,000 million aggregate principal amount of Senior Notes due 2031 (the “Notes”).
The Notes will be senior unsecured obligations of the Company and will be guaranteed by certain of the Company’s subsidiaries. Interest on the Notes will accrue from the issue date and will be payable semi-annually. The interest rate and offering price of the Notes along with certain other terms will be determined at the time of pricing of the offering, subject to market conditions.
The Company intends to apply the gross proceeds from the sale of the Notes towards (i) the repayment of $750 million aggregate principal amount under the Company’s existing revolving credit facility and (ii) the redemption of $250 million aggregate principal amount of the Company’s outstanding Senior Notes due 2025. Fees and expenses associated with the Offering are expected to be paid using cash on balance sheet. The Company has prepared an offering memorandum which will be made available to selected prospective purchasers of the Notes.
The information in this announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are exempt from the registration of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Notes will not be registered under the U.S. Securities Act, or the securities laws of any state of the U.S. or other jurisdictions and the Notes will not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the applicable laws of other jurisdictions. The Company does not intend to conduct a public offering in the United States or any other jurisdiction. It may be unlawful to distribute this announcement in certain jurisdictions.
The information in this announcement does not constitute an offer, or a solicitation of an offer, of securities for sale in the United States, Canada, the EEA, the UK, Switzerland, Panama, Hong Kong, Japan, Singapore, or any other jurisdiction in which such an offer, solicitation or sale is not permitted.
In member states of the EEA (“Member States”) or the UK, this announcement and any offer of securities if made subsequently is directed only at persons who are “qualified investors” (any such person a “Qualified Investor”) as defined in Regulation (EU) 2017/1129 (as amended and superseded) (the “Prospectus Regulation”). Any person in the EEA or the UK 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 or the UK other than Qualified Investors or persons in the UK and other Member States 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 or the UK to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to the
Prospectus Regulation. 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). References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
This communication is only directed at (i) persons having 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”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute to or direct at, all such persons together being referred to as “relevant persons”. The Notes 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, please contact First Quantum at one of the numbers listed at the end of this news release.
Suite 2600, Three Bentall Centre 595
Burrard Street, P.O. Box 49314 V7X 1L3
Tel: +1 416 361 6400
Toll Free: +1 888 688 6577
For further information, visit our website at www.first-quantum.com or contact:
Bonita To, Director, Investor Relations
E-Mail: [email protected]
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, financial condition, performance or achievements of the Company to be materially different from any future results, financial condition, 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 OR UK 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 or the UK. 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 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a Qualified Investor. 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 or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.