Launch of an any and all cash tender offer to repurchase its bonds
due May 2025 and potential issuance of new sustainability-linked
bonds
Paris, 21 May 2024, 8:50 a.m.
PRESS RELEASE
Eramet: Launch of an any and all cash
tender offer to repurchase its bonds due May 2025 and potential
issuance of new sustainability-linked bonds
Eramet (the “Company”)
announces today:
(i) the
launch of a tender offer to repurchase for cash any and all of its
€300 million bonds due May 2025 issued on 21 November 2019
(ISIN: FR0013461274), of which € 293,600,000 are
currently outstanding, and which are admitted to trading on the
regulated market of Euronext Paris (the “Existing
Bonds”) (the “Tender Offer”); and
(ii) its
intention, subject to market conditions, to issue new
sustainability-linked bonds denominated in euros concomitantly with
the Tender Offer (the “New Bonds”).
The Tender Offer is made under the terms and
conditions set out in the Tender Offer Memorandum dated 21 May
2024. This Tender Offer is, in particular, conditional upon the
successful completion (in the sole and absolute determination of
the Company) of the issue of the New Bonds. An application for
admission to trading of the New Bonds on the regulated market of
Euronext in Paris should be made. The net proceeds of the New Bonds
would be used for general corporate purposes of the Company,
including to refinance part of the Existing Bonds to be purchased
in the context of the Tender Offer.
A mechanism of priority allocation in the New
Bonds may be applied at the sole and absolute discretion of the
Company for holders of the Existing Bonds who participate in the
Tender Offer and who wish to subscribe to the New Bonds.
The purpose of this Tender Offer and the
contemplated issue of the New Bonds is, amongst other things, to
proactively manage the Company’s debt profile and to extend its
average maturity.
Final results of the Tender Offer will be
announced as soon as practicable after the pricing of the Tender
Offer which is expected on 30 May 2024 (subject to any extension,
withdrawal, termination or amendment of this Tender Offer).
DISCLAIMER
This press release does not constitute an offer
to subscribe to the New Bonds nor an invitation to participate in
the Tender Offer in or from any country or jurisdiction to whom or
in which such offer would be unlawful under the applicable laws and
regulations.
This press release is not a prospectus for the
purposes of the Regulation (EU) 2017/1129 (as amended, the
“Prospectus Regulation”). This press release does
not constitute and shall not, in any circumstances, constitute a
public offering nor an invitation to the public in connection with
any offer within the meaning of the Prospectus Regulation or
otherwise There is no assurance that the Tender Offer will be
completed or, if completed, as to the terms on which it is
completed.
The issue of the New Bonds is not being subject
to a public offering in any country or jurisdiction, including in
France, to any person other than qualified investors (as defined in
article 2(e) of the Prospectus Regulation). Tenders of Existing
Bonds for purchase pursuant to the Tender Offer from qualifying
holders shall not be accepted in any circumstances where such offer
or solicitation would be unlawful. Eramet does not make any
recommendation as to whether or not qualifying holders should
participate in the Tender Offer.
The distribution of this press release may be
restricted by law in certain jurisdictions. Persons into whose
possession this press release comes should inform themselves about
and observe any applicable legal and regulatory restrictions.
The New Bonds will only be offered outside the
United States pursuant to “Regulation S” under the U.S. Securities
Act of 1933, as amended (the “Securities
Act”), subject to prevailing market and other conditions.
The New Bonds have not been registered under the Securities Act or
the securities laws of any other jurisdiction and may not be
offered or sold in the United States or to, or for the account or
benefit of, U.S. persons (as defined in “Regulation
S” under the Securities Act) (the “U.S.
Persons”) absent registration or unless pursuant to an
applicable exemption from the registration requirements of the
Securities Act and any other applicable securities laws. This press
release does not constitute an offer to sell or the solicitation of
an offer relating to the New Bonds, nor shall it constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
The Tender Offer is not being made or offered
and will not be made or offered directly or indirectly in or into,
or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, or to owners of Existing Bonds who are
located in the United States (as defined in Regulation S), or to,
or for the account or benefit of, any U.S. persons and the Existing
Bonds may not be tendered in the Tender Offer by any such use,
means, instrumentality or facility from or within the United
States, by persons located or resident in the United States or by
U.S. persons.
The New Bonds 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 European
Economic Area (the “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 Directive 2014/65/EU (as amended, “MiFID
II”); or (ii) a customer within the meaning of Directive
(EU) 2016/97, as amended, where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) a person who is not
a qualified investor within the meaning of Article 2(e)
of the Prospectus Regulation.
The New Bonds 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 United
Kingdom. For these purposes, a “retail
investor” means a person who is one (or more) of the
following: (i) a retail client, as defined in point (8) of Article
2 of Regulation (EU) No. 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018
(the “EUWA”); (ii) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, the
“FSMA”) and any rules or regulations made
thereunder to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) a person who is not a
qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
EUWA.
In the United Kingdom, this press release is
directed only at persons who (i) 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”), (ii) are persons falling within Article 43(2) of
the Financial Promotion Order or (iii) are other persons to whom it
may lawfully be communicated (all such persons together being
referred to as “Relevant Persons”). The issue
of the New Bonds is only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire the New Bonds
will be directed only to Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID
– Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs or UK PRIIPs key information
document (KID) has been prepared as not available to retail
investors in EEA and in the United Kingdom.
Calendar
30.05.2024: Shareholders’ General Meeting
25.07.2024: Publication of 2024 half-year results
24.10.2024: Publication of 2024 Group third-quarter turnover
ABOUT ERAMET
Eramet transforms the Earth’s mineral resources
to provide sustainable and responsible solutions to the growth of
the industry and to the challenges of the energy transition.
Its employees are committed to this through
their civic and contributory approach in all the countries where
the mining and metallurgical group is present.
Manganese, nickel, mineral sands, lithium, and
cobalt: Eramet recovers and develops metals that are essential to
the construction of a more sustainable world.
As a privileged partner of its industrial
clients, the Group contributes to making robust and resistant
infrastructures and constructions, more efficient means of
mobility, safer health tools and more efficient telecommunications
devices.
Fully committed to the era of metals, Eramet’s
ambition is to become a reference for the responsible
transformation of the Earth’s mineral resources for living well
together.
www.eramet.com
INVESTOR
CONTACT Director of Investor Relations
Sandrine Nourry-Dabi T. +33 1 45 38 37 02
sandrine.nourrydabi@eramet.com |
PRESS
CONTACT Media Relations Manager
Fanny Mounier T. +33 7 65 26 46 83
fanny.mounier@eramet.com |
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