ENDEAVOUR MINING
CORPORATION PRICES PRIVATE OFFERING OF USD 300 MILLION OF
CONVERTIBLE SENIOR NOTES DUE 2023
View News Release in PDF Format
George Town, January 30, 2018 -
Endeavour Mining Corporation (TSX: EDV) (the "Company") announced
today that it has priced the private placement of convertible
senior notes due 2023 (the "Notes") for an aggregate principal
amount of USD 300 million. The Company has also granted to the
initial purchasers a 30-day option, post pricing date, to purchase
additional Notes in an aggregate principal amount of up to USD 30
million.
The Notes, with a minimum principal amount
denomination of USD 200,000 each, will be issued at par with a
coupon of 3.00 per cent per annum. The initial conversion rate is
41.8363 of the Company's ordinary shares ("Shares") per USD 1,000
principal amount of Notes, or an initial conversion price of
approximately USD 23.90 per Share, representing a conversion
premium of approximately 32.5 per cent to today's VWAP on the
Toronto Stock Exchange, converted at the fixed exchange rate of USD
1.00 = CAD 1.23280 determined at 4 p.m. on the date of this press
release.
The Notes will bear interest semi-annually and
will mature on February 15, 2023, unless earlier redeemed,
repurchased or converted in accordance with their terms. The
Company may, subject to certain conditions, elect to satisfy the
principal amount due at maturity or upon redemption through the
payment or delivery of a combination of Shares and, if applicable,
cash.
Settlement is expected on or around February 5,
2018. The Company has applied for the Notes to list and trade on
The International Stock Exchange (formerly the Channel Islands
Securities Exchange) and undertakes to have the Notes listed on
such exchange, or another internationally recognized, regularly
operating, regulated or non-regulated stock exchange or securities
market, as soon as reasonably practicable but no later than April
30, 2018.
The Company estimates that the net proceeds from
this Offering will be approximately $296.3 million (or
approximately $325.9 million if the Initial Purchasers fully
exercise their option to purchase additional Notes), after
deducting the Initial Purchasers' transaction fees but before the
Company's other expenses from the Offering. The Company expects to
use the net proceeds for refinancing of indebtedness and other
general corporate purposes. Lenders in respect of the indebtedness
being refinanced may include the Bookrunners.
In the context of the Offering, the Company has
agreed to a lock-up undertaking for a period of 90 calendar days
from the date of this press release, subject to customary
exceptions.
Endeavour Mining Corporation
27 Hospital Road, George Town, Grand Cayman
KY1-9008
ISIN: KYG3040R1589
Toronto Stock Exchange
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 state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. Any offers
of the Notes will be made only by means of a private offering
memorandum. The Notes being offered have not been approved or
disapproved by any regulatory authority, nor has any such authority
passed upon the accuracy or adequacy of the applicable private
offering memorandum.
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 |
Attachments:
http://www.globenewswire.com/NewsRoom/AttachmentNg/897b1d15-8712-4ddd-ab25-d0c35b56cc52
Endeavour Mining (TSX:EDV)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Endeavour Mining (TSX:EDV)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025