YASTEST
ENDEAVOUR PROVIDES
INFORMATION ON CONVERTIBLE NOTE OFFERING
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George Town,
January 31, 2018 - Endeavour Mining
Corporation (TSX: EDV) (the "Company") provides information
concerning the planned issuance of its US$300 million convertible
senior notes (the "Notes") announced yesterday.
The Notes will bear a 3% annual
coupon maturing in February 2023. The conversion price has been set
at CAD29.47 (US$23.90) based on a 32.5% premium and the Company has
the option to settle its obligation through the payment of cash,
the delivery of shares, or any combination of cash and shares
(subject to certain conditions).
The Notes will be used as the
Company's primary source of long-term funding due to its associated
lower coupon rate in comparison to the cost of the Company's
revolving credit facility ("RCF"). The Company intends to repay the
US$300 million drawn portion of the RCF and reduce the RCF
available commitment from US$500 million to US$350 million, and
thereby minimize commitment fees on undrawn amounts. The offering
will therefore not have a material impact on the Company's net debt
or net leverage.
Following this Note offering, the
Company will:
-
Extend its debt maturity profile as the Notes
mature in 2023, compared with 2021 for the RCF.
-
Increase its available liquidity in connection
with the Company's growth project pipeline.
-
Reduce its overall financing costs.
IMPORTANT
NOTE
This press release does not
constitute an offer to sell or the solicitation of an offer to buy
the Notes or any Shares issuable upon conversion of the Notes, nor
shall there be any offer or sale of the Notes or any such Shares in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The offer and sale of the Notes
and the Shares, if any, due upon conversion have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws of any
other jurisdiction, and the Notes will be offered and sold:
(i) outside the United States
in reliance on Regulation S under the U.S. Securities Act
("Regulation S"); or
(ii) to qualified
institutional buyers ("QIBs") in reliance on the exemption from
registration provided by Rule 144A under the U.S. Securities Act
("Rule 144A").
In member states of the European
Economic Area, this press release is for distribution only to and
directed only at persons who are "qualified investors" within the
meaning of Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU) (the "Prospectus Directive"). In
relation to each member state of the European Economic Area that
has implemented the Prospectus Directive (each, a "Relevant Member
State"), the investment contemplated by this press release is not
being made, and will not be made, to the public in that Relevant
Member State, other than to any legal entity that is a "qualified
investor" as defined in Article 2(1)(e) of the Prospectus
Directive. Each potential investor located within a Relevant
Member State of the European Economic Area 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.
Within the United Kingdom, this
press release is for distribution only to and directed only at
persons who (a) 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 "Financial Promotion Order"), (b) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Financial Promotion Order and (c) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the investment
may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). The investment is not being offered to the public in the
United Kingdom. This press release is directed only at
relevant persons and must not be acted on or relied on by persons
who are not relevant persons. The investment or investment
activity to which this press release relates is only available to,
and will only be engaged in with, relevant persons and any person
who receive this press release who is not a relevant person should
not rely or act upon it.
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MIFID II Product Governance Requirements)
may otherwise have with respect thereto, the Notes have been
subject to a product approval process, which has determined that:
(i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii)
all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
The target market assessment is
without prejudice to the requirements of any contractual or legal
selling restrictions in relation to any offering of the Notes
For the avoidance of doubt, the
target market assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Notes.
The Notes are not intended to be
offered or sold and should not be offered or sold to any retail
investor in the European Economic Area ("EEA"). 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 MiFID II;
or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the "Insurance Mediation Directive"), 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 as
defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
Notes sold in the Canadian
provinces of British Columbia, Alberta, Ontario and Quebec will be
subject to further restrictions as described in the Canadian
Offering Memorandum. Please refer to the Offering Memorandum
for additional information regarding resale restrictions applicable
to the Notes.
FORWARD LOOKING
STATEMENTS
This press release contains
forward-looking statements including, among other things,
statements relating to the timing of the proposed offering and
expected use of proceeds from the offering. These forward-looking
statements are made pursuant to the safe harbour provisions of the
Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties that could cause actual results to
differ materially, including, but not limited to, whether or not
the Company will offer the Notes or consummate the offering, the
final terms of the offering, prevailing market conditions, the
anticipated principal amount of the Notes, which could differ based
upon market conditions, the anticipated use of the proceeds of the
offering, which could change as a result of market conditions or
for other reasons, and the impact of general economic, industry or
political conditions in the United States or internationally.
Readers should carefully review this release and should not place
undue reliance on the Company's forward-looking statements. These
forward-looking statements were based on information, plans and
estimates as of the date of this release.
The Company assumes no obligation
to, and does not currently intend to, update any such
forward-looking statements after the date of this release.
ABOUT ENDEAVOUR
MINING CORPORATION
Endeavour Mining
is a TSX-listed intermediate gold producer, focused on developing a
portfolio of high quality mines in the prolific West-African
region, where it has established a solid operational and
construction track record.
CONTACT
INFORMATION
Martino De Ciccio
VP - Strategy & Investor Relations
+44 203 640 8665
mdeciccio@endeavourmining.com |
DFH Public Affairs in
Toronto
John Vincic, Senior Advisor
(416) 206-0118 x.224
jvincic@dfhpublicaffairs.com
Brunswick Group LLP in London
Carole Cable, Partner
+44 7974 982 458
ccable@brunswickgroup.com |
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This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Endeavour Mining Corporation via
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