First Quantum Minerals Announces Satisfaction of Financing Condition for Partial Redemption of Senior Notes
30 Mayo 2023 - 8:23AM
First Quantum Minerals Ltd. (“First Quantum” or the “Company”)
(TSX:FM) today announced that, following completion of the issuance
of its $1,300 million aggregate principal amount of 8.625% Senior
Notes due 2031, the financing condition with respect to the
Company’s proposed partial redemption of its outstanding 7.500%
Senior Notes due 2025 (the “2025 Notes”) has been satisfied and the
Company will redeem $300 million of the 2025 Notes on May 31, 2023.
The information in this announcement does not
constitute an offer of securities for sale in the United States
(“U.S.”) or any other jurisdiction. Securities may not be offered
or sold in the U.S. 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 securities referred to herein 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 may 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
U.S. 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 European Economic Area
(“EEA”), the United Kingdom (“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Regulation (EU) 2017/1129 (as amended and superseded) (the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
securities referred to herein 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.
For further information, the Noteholders should
contact DTC or alternatively their service provider (i.e.
custodian) who in turn should follow up with DTC for more
information.
For further information, visit our website at
www.first-quantum.com or contact:
Bonita To, Director, Investor Relations (416)
361-6400 Toll-free: 1 (888) 688-6577E-Mail: info@fqml.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATIONCertain 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
INVESTORSThe securities referred to herein 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 such securities or
otherwise making them available to retail investors in the EEA or
the UK has been prepared and therefore offering or selling such
securities or otherwise making them available to any retail
investor in the EEA or the UK may be unlawful under the PRIIPS
Regulation.
First Quantum Minerals (TSX:FM)
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First Quantum Minerals (TSX:FM)
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