First Quantum Minerals Ltd. Announces Results of Tender Offers
NEWS RELEASE
17-09
March 20, 2017
www.first-quantum.com
FIRST QUANTUM MINERALS LTD. ANNOUNCES RESULTS OF TENDER OFFERS
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE
IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
First Quantum Minerals Ltd. (“First Quantum” or th e “Company”, TSX Symbol “FM” ) today announced the
results of its offers to purchase for cash (i) any and all of its US$350,000,000 aggregate principal amount outstanding
7.25% Senior Notes due 2019 (the “2019 Notes”) and (ii) any and all of its US$1,120,498,000 aggregate principal amount
outstanding 6.75% Senior Notes due 2020 (the “2020 Notes”, and together with the 2019 Notes, the “Notes”) from
holders of the Notes (“Holders”), as further described in the offer to purchase dated March 13, 2017 (the “Offer to
Purchase”). The offer to purchase the 2019 Notes and the offer to purchase the 2020 Notes are collectively referred to
herein as the “Offers”. The Offers expired at 5:00 p.m., New York City time, on March 17, 2017 (the “Expiration Date”).
The Offers were made upon the terms and conditions set out in in the Offer to Purchase and the related Notice of
Guaranteed Delivery. Capitalized terms used but not otherwise defined in this press release s hall have the meanings given
to them in the Offer to Purchase.
The Company announces that US$232,979,000 aggregate principal amount of 2019 Notes and US$833,348,000 aggregate
principal amount of 2020 Notes were validly tendered and not withdrawn at or prior to the Expiration Date and will be
accepted for purchase by the Company. These amounts include US$ 278,000 aggregate principal amount of 2020 Notes
tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the
Company remains subject to the Holders’ performance of the delivery requirements under such procedures.
Notes
CUSIP Number
ISIN
Aggregate
Principal Amount
Accepted(1)
Principal Amount
Outstanding
Following Completion
of the Offers(1)
Notes
Consideration(2)
7.25%
Senior Notes
due 2019
Reg S: C3535CAB4
144A: 335934AA3
Reg S: USC3535CAB49
144A: US335934AA33
US$232,979,000 US$117,021,000 US$1,038.50
6.75%
Senior Notes
due 2020
Reg S: C3535CAC2
144A: 335934AD7
Reg S: USC3535CAC22
144A: US335934AD71
US$833,348,000 US$287,150,000 US$1,036.00
(1) Assumes that all 2020 Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Tender and Informati on Agent at or prior to 5:00
p.m., New York City time, on March 21, 2017 and otherwise in accordance with the Notice of Guaranteed Delivery.
(2) Per US$1,000 principal amount of Notes accepted for purchase and excluding Accrued Interest.
The Company will pay the applicable Notes Consideration with respect to Notes accepted for purchase promptly
after the Expiration Date, which is expected to be March 22, 2017 (the “Settlement Date”). In addition, Holders of
Notes accepted for purchase in the Offers will be paid a cash amount equal to accrued and unpaid interest from the
last interest payment date up to, but not incl uding, the applicable Settlement Date (“Accrued Interest”). Notes
purchased in the Offers will be retired and cancelled.
Subject to the satisfaction of certain conditions, t he Company intends to redeem the 2019 Notes and 2020 Notes that
are not validly te ndered and accepted for purchase in the Offers in accordance with the ter ms of the applicable
Indenture governing such Notes, at the then applicable redemption prices of 103.625% and 103.375%, respectively,
First Quantum Minerals Results of Tender Offers 17-09
Page 2 of 3
plus accrued and unpaid interest to (but not incl uding) the applicable date of redemption, which is expected to be
April 12, 2017.
Barclays Capital Inc., BNP Paribas and J.P. Morgan Securities LLC acted as “Dealer Managers” for the Offers. In
connection with the Offers, Lucid Issuer Services Limited was appointed as tender agent and as information agent
(in such capacities, the “Tender and Information Agent”). Holders with questions about the Offers should contact the
Dealer Managers or the Tender and Information Agent.
DISCLAIMER
This announcement is n either an offer to purchase nor the solicitation of an offer to sell any of the securities
described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Offers were made solely pursuant to the Offer to Purchase.
Questions may be directed to the Tender and Information Agent or the Dealer Managers at their addresses set forth
below.
The Tender and Information Agent for the Offers was:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Fax: +44 20 3004 1590
Attention: Thomas Choquet
Email:[email protected]
The Dealer Managers for the Offers were:
Barclays Capital Inc. BNP Paribas J.P. Morgan Securities LLC
745 Seventh Avenue
New York, New York 10019
United States of America
Attn: Liability Management Group
U.S. Collect: +1 (212) 528-7581
U.K. Collect: +44 20 3134-8515
Email:
10 Harewood Avenue
London NW1 6AA
United Kingdom
Attn: Liability Management Group
U.K. Collect: +44 20 7595-8668
Email:
383 Madison Avenue, 3rd Floor
New York, New York 10179
United States of America
Attn: Liability Management Group
U.S. Collect: +1 (212) 834-3424
U.S. Toll Free: +1 (866) 834-4666
Email:
On Behalf of the Board of Directors of First Quantum Minerals Ltd.
G. Clive Newall
President
For further information visit our website at www.first-quantum.com
First Quantum Minerals Results of Tender Offers 17-09
Page 3 of 3
North American contact: Sharon Loung, Director, Investor Relations
Tel: (647) 346-3934 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: [email protected]
United Kingdom contacts:
Clive Newall, President
Tel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: [email protected]
Hannes Meyer, Chief Financial Officer
Tel: +44 207 612 8616 E-Mail: [email protected]
Martin Walker, Group Treasurer
Tel: +44 207 612 8638 E-Mail: [email protected]