REG - African Minerals Ltd - Offering Of Up To $350 Million Convertible Bonds
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO U.S., AUSTRALIA, OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
31 January 2012
African Minerals Limited ("AML" or "the Company")
AFRICAN MINERALS ANNOUNCES OFFERING OF UP TO $350 MILLION CONVERTIBLE BONDS
African Minerals Ltd (the "Company" or "African Minerals") announces the launch of a book-build offering ("the Offering") of up to US$350 million of Convertible Bonds due 2017 (the "Bonds" ). The Company intends to use the net proceeds of the Offering primarily for the continued expansion of production at its Phase I Tonkolili iron ore operation to 20Million tonnes per annum ("Mtpa").
The Bonds will be issued at par by the Company. The Bonds are expected to have a coupon of 8.50% payable semi-annually in arrear and will be convertible into fully paid ordinary shares of the Company ("Ordinary Shares"). The conversion price is set at US$10.98 (the "Conversion Price"), being GBP 7.00 converted into US$ at today's exchange rate.
The Company may increase the US$300 million issue by up to US$50 million. Based on an issue size of US$300 million, the Ordinary Shares to be issued upon conversion of the Bonds would represent approximately 27 million Ordinary Shares or 8.3% of the current total number of issued and outstanding Ordinary Shares of the Company. In addition, the Company will offer CRM the right to an additional 12.5% of the issued amount.
Settlement of the Offering is expected to take place on or about 10 February 2012 (the "Settlement Date"). If not converted or previously redeemed or purchased the Bonds will be redeemed at par at maturity 5 years from the Settlement Date. The Company will have the option to call the Bonds at 110% of par at 36 months after the Settlement Date. In addition, the Company has the right to redeem the Bonds if at any time the aggregate principal amount of the Bonds outstanding is equal to or less than 15% of the aggregate principal amount of the Bonds initially issued.
Use of proceeds
The Board has approved the acceleration of expansion capital expenditure into H1 2012 in order to benefit from the relative strength in the iron ore market, to ensure timely availability of equipment and to retain the benefits of using the current on-site contractors. This expenditure includes the purchase of additional locomotives, rolling stock and associated rail infrastructure to increase capacity.
During 2011 the Tonkolili Mine produced 1.3Mt of saleable ore, exceeding its target of 1.2Mt. However in Q4 the Company only exported 0.2Mt reflecting previously announced disruptions, principally due to the delay in commissioning of the stacker at the stockyard of Pepel Port, which impacted cashflows during 2011 and January 2012. The Company is pleased to confirm that the stacker is now in operation.
The Company expects that the accelerated capital expenditure will enable AML to achieve the previously announced 20Mtpa production level by the end of 2012.
As a result of the two factors stated above the Company believes that there is an additional funding requirement of approximately US$300m to achieve the increased growth target of 20Mtpa for Phase I. The Company believes this additional funding is best met via the issue of convertible bonds.
The Company intends to enter into a subscription agreement with Deutsche Bank AG, London Branch, Standard Bank Limited, and Dundee Securities Ltd in relation to the Offering. Completion of the Offering is subject to re-financing of the existing $417.7m Secured Loan Facility and the Offering will otherwise be subject to customary conditions precedent and termination rights relating to an offering of this type.
Progress towards the completion of the planned $1.5Bn investment by Shandong Iron and Steel Group is continuing and AML remains highly confident of a successful conclusion to that process. Blast furnace testing of the 40,000t trial shipment is ongoing and the receipt of Chinese regulatory approvals is progressing on schedule.
The Company has also today confirmed that Standard Bank has approved a refinancing package for $518m in order to redeem the existing $417.7m Secured Loan Facility prior to its anniversary date and continue the existing $100m Standard Bank Standby Facility. The Board confirms that the refinancing has been concluded on improved and less restrictive terms than the facilities that it has replaced. Completion of the re-financing package is subject to satisfaction of customary conditions precedent.
Standard Bank Limited, Deutsche Bank AG, London Branch, and Dundee Securities Ltd have been appointed joint global coordinators in respect of the Offering of Convertible Bonds. Deutsche Bank AG, London Branch, will act as the bookrunner. Standard Bank, Deutsche Bank AG, London Branch, Dundee Securities Ltd, GMP Securities and Mirabaud Securities will be acting as joint placement agents on the Offering.
African Minerals Limited +44 20 3435 7600
Aura Financial +44 20 7321 0000
Deutsche Bank +44 207 545 8000
African Minerals is developing its Tonkolili iron ore project in Sierra Leone, with a JORC compliant resource of 12.8Bnt. The project, which currently is expected to have a 60+ year mine-life, is being developed in 3 phases. Phase I is expected to produce 20 million tonnes of iron ore per annum at full capacity.
The Company's Phase II plan now contemplates a 30Mtpa expansion, taking production to 50Mtpa, and the establishment of an expanded port facility at Tagrin Point, a new standard gauge, heavy haul railway from Tonkolili to Tagrin Point, and an expanded production facility at the mine to produce a 64% high grade hematite concentrate.
African Minerals and its contractors currently employ approximately 7,300 people in Sierra Leone, 85% of whom are Sierra Leonean nationals.
The Company has developed significant port and rail infrastructure to support the operation of the project, via its subsidiary African Rail and Port Services (SL) Limited ("ARPS"), in which the Government of Sierra Leone has a 10% free carried interest. With the exception of this interest, the Tonkolili project companies are currently owned 100% by AML.
The Company has also executed a definitive agreement with Shandong Iron and Steel Group ("Shandong") whereby Shandong will invest $1.5Bn at the project level to acquire a 25% interest in the project companies, with associated discounted product offtake. The investment is subject to Chinese regulatory approvals.
Forward Looking Statement
This announcement contains certain forward-looking statements, including statements regarding the Company's plans, objectives and performance. Such statements relate to events and depend on circumstances that may occur in the future and are subject to risks, uncertainties and assumptions. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, there are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, without limitation, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the Oil and Gas, Power and Energy industries; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this document. The Company undertakes no obligation to update any forward looking statements whether as a result of new information, future events or otherwise, except to the extent legally required.
These statements (and all other forward-looking statements contained in this document) are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company's control, are difficult to predict and could cause actual results to differ materially from those expressed or implied or forecast in the forward-looking statements.
THE OFFERING WILL ONLY BE AVAILABLE TO PERSONS WHO MAY LAWFULLY BE, AND ARE, INVITED TO PARTICIPATE BY THE JOINT GLOBAL CO-ORDINATORS.
THIS COMMUNICATION IS DIRECTED EXCLUSIVELY AT MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT.
IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY SECURITY.
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 COMPANY'S PUBLICLY AVAILABLE INFORMATION. NONE OF THE BOOKRUNNER NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS COMMUNICATION OR THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS COMMUNICATION IS SUBJECT TO CHANGE WITHOUT NOTICE.
THIS COMMUNICATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS COMMUNICATION IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS COMMUNICATION HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
EACH PERSON RECEIVING THIS COMMUNICATION SHOULD CONSULT HIS/HER PROFESSIONAL ADVISER TO ASCERTAIN THE SUITABILITY OF THE BONDS AS AN INVESTMENT. FOR THE AVOIDANCE OF DOUBT, NEITHER THE COMPANY NOR THE BOOKRUNNER MAKE ANY REPRESENTATION OR WARRANTY THAT THEY INTEND TO ACCEPT OR BE BOUND BY ANY OF THE TERMS HEREIN NOR SHALL THE COMPANY OR THE BOOKRUNNER BE OBLIGED TO ENTER INTO ANY FURTHER DISCUSSIONS OR NEGOTIATIONS PURSUANT HERETO, BUT THEY SHALL BE ENTITLED IN THEIR ABSOLUTE DISCRETION TO ACT IN ANY WAY THAT THEY SEE FIT IN CONNECTION WITH THE PROPOSED TRANSACTION. THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO, WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE CONDUCTED SUBJECT TO CONTRACT. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE BOOKRUNNER OR BY ANY OF THEIR RESPECTIVE OFFICERS, SERVANTS OR AGENTS AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS COMMUNICATION, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY EXPRESSLY DISCLAIMED.
AN INVESTMENT IN THE BONDS INCLUDES A SIGNIFICANT DEGREE OF RISK. IN MAKING ANY DECISION TO PURCHASE THE BONDS, AN INVESTOR WILL BE DEEMED TO (A) HAVE SUCH BUSINESS AND FINANCIAL EXPERIENCE AS IS REQUIRED TO GIVE IT THE CAPACITY TO PROTECT ITS OWN INTERESTS IN CONNECTION WITH THE PURCHASE OF THE BONDS, (B) NOT RELY ON ANY INVESTIGATION THAT THE BOOKRUNNER OR ANY OF ITS RESPECTIVE AFFILIATES, OR ANY PERSON ACTING ON BEHALF OF THE BOOKRUNNER OR ANY OF ITS RESPECTIVE AFFILIATES, MAY HAVE CONDUCTED WITH RESPECT TO THE COMPANY OR THE BONDS, (C) HAVE MADE ITS OWN INVESTMENT DECISION REGARDING THE BONDS BASED ON ITS OWN KNOWLEDGE AND INVESTIGATION OF THE COMPANY AND OF THE TERMS OF THE BONDS, (D) RELY ON ITS OWN EXAMINATION OF THE COMPANY, THEIR RESPECTIVE SUBSIDIARIES, THE BONDS AND THE TERMS OF THE PLACEMENT OF THE BONDS, INCLUDING THE MERITS AND RISKS INVOLVED, (E) MAKE ITS OWN ASSESSMENT OF THE COMPANY, THEIR RESPECTIVE SUBSIDIARIES, THE BONDS AND THE TERMS OF THE PLACEMENT OF THE BONDS AND SUCH OTHER INFORMATION AS IS PUBLICLY AVAILABLE AND IT DEEMS REASONABLY SUFFICIENT (WHICH SUCH INVESTOR IS DEEMED TO HAVE BEEN ABLE TO ACCESS, READ AND UNDERSTAND), AND (F) CONSULT ITS OWN INDEPENDENT ADVISORS OR OTHERWISE SATISFY ITSELF CONCERNING, WITHOUT LIMITATION, ACCOUNTING, REGULATORY, TAX OR OTHER CONSEQUENCES IN THE LIGHT OF ITS PARTICULAR SITUATION UNDER THE LAWS OF ALL RELEVANT JURISDICTIONS GENERALLY.
THE BOOKRUNNER AND ITS RESPECTIVE SUBSIDIARIES AND AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE COMPANY OR MEMBERS OF THE COMPANY'S GROUP, MAY MAKE MARKETS IN THE SECURITIES OF THE COMPANY OR MEMBERS OF THE COMPANY'S GROUP AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH SECURITIES.
COPIES OF THIS COMMUNICATION ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS COMMUNICATION (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE BOOKRUNNER AND ANY OF ITS RESPECTIVE AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP BONDS AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT SUCH BONDS AND ANY SECURITIES OF THE COMPANY OR RELATED INVESTMENTS, AND MAY OFFER OR SELL SUCH SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING OF THE BONDS.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS FOR AN INDEFINITE PERIOD. NEITHER THE COMPANY NOR THE BOOKRUNNER MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE BONDS FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE BONDS OR (III) THE FUTURE PERFORMANCE OF THE BONDS EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
IN CONNECTION WITH THE OFFERING, THE BOOKRUNNER OR ITS RESPECTIVE AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AND/OR THE ORDINARY SHARES AT THE SAME TIME AS THE OFFER AND SALE OF THE BONDS OR IN SECONDARY MARKET TRANSACTIONS. THE BOOKRUNNER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL BONDS OR DERIVATIVES OR THE UNDERLYING ORDINARY SHARES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.
THE BOOKRUNNER IS ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE OFFERING OF THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE BONDS.
ANY ALLOCATION OF THE BONDS WILL BE MADE EXPRESSLY SUBJECT TO THE CONDITION THAT ANY OFFERING OF THE BONDS IS COMPLETE AND THAT THE BONDS ARE ISSUED. IN PARTICULAR, IT SHOULD BE NOTED THAT ANY SUCH OFFERING AND FORMAL DOCUMENTATION RELATING THERETO WILL BE SUBJECT TO CONDITIONS PRECEDENT AND TERMINATION EVENTS, INCLUDING THOSE WHICH ARE CUSTOMARY FOR SUCH AN OFFERING. ANY SUCH OFFERING WILL NOT COMPLETE UNLESS SUCH CONDITIONS PRECEDENT ARE FULFILLED AND ANY SUCH TERMINATION EVENTS HAVE NOT TAKEN PLACE OR THE FAILURE TO FULFIL SUCH A CONDITION PRECEDENT OR THE OCCURRENCE OF A TERMINATION EVENT HAS BEEN WAIVED, IF APPLICABLE. THE BOOKRUNNER RESERVES THE RIGHT TO EXERCISE OR REFRAIN FROM EXERCISING ITS RIGHTS IN RELATION TO THE FULFILMENT OR OTHERWISE OF ANY SUCH CONDITION PRECEDENT OR THE OCCURRENCE OF ANY TERMINATION EVENT IN SUCH MANNER AS THEY MAY DETERMINE IN THEIR ABSOLUTE DISCRETION.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE BOOKRUNNER OR ANY OF ITS RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS COMMUNICATION OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS COMMUNICATION COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
EEA SELLING RESTRICTION AND DEEMED INVESTOR REPRESENTATION
THIS COMMUNICATION AND THE OFFER WHEN MADE ARE ONLY ADDRESSED TO AND DIRECTED, IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"). EACH PERSON WHO INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A "QUALIFIED INVESTOR" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE. 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 OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR THE PUBLICATION OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.IN ADDITION, IN THE UNITED KINGDOM, THIS COMMUNICATION 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 COMMUNICATION 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 EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY READING THIS ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE THE UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.
THE COMPANY AND THE BOOKRUNNER AND OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS, AND AGREEMENTS. NOTWITHSTANDING THE ABOVE, A PERSON WHO IS NOT A QUALIFIED INVESTOR AND WHO HAS NOTIFIED THE BOOKRUNNER OF SUCH FACT IN WRITING MAY, WITH THE WRITTEN CONSENT OF THE BOOKRUNNER, BE PERMITTED TO PURCHASE THE BONDS.
NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, OR FORMS PART OF, THIS ANNOUNCEMENT.
THE BONDS AND ANY ORDINARY SHARES ISSUED UPON CONVERSION OF THE BONDS HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR DISTRIBUTION BY A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS, AND MAY ONLY BE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS OF THOSE LAWS. ACCORDINGLY, THE BONDS MAY ONLY BE OFFERED AND SOLD TO PURCHASERS IN CANADA WHO ARE "ACCREDITED INVESTORS" WITHIN THE MEANING OF CANADIAN SECURITIES LAWS AND OTHERWISE IN COMPLIANCE WITH ALL APPLICABLE CANADIAN SECURITIES LAWS.
This information is provided by RNS
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