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Mongolian Mining Corporation - Exchange Offer - Results

General Announcement: Results of the Exchange Offer


06 SEPTEMBER 2023


Full announcement including disclaimers and disclosures available via: SGX Group




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Invitation to Exchange outstanding Senior Notes due 2024 and Potential Issuance of New Senior Notes


28 AUGUST 2023


Launch announcement including disclaimers and disclosures available via: SGX Group

Amendement to terms of EOM available via: SGX Group (30th August 2023)


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****PREVIOUS OFFER DETAILS BELOW****

 

TERMINATION OF THE EXCHANGE AND TENDER OFFER WITH RESPECT TO THE 9.25% SENIOR NOTES DUE 2024 (CUSIP/ISIN No: Regulation S Global Note G61759AA7/USG61759AA70)


26 APRIL 2023


Announcement including disclaimers and disclosures available via SGX


TERMINATION OF THE EXCHANGE AND TENDER OFFER


"The Company hereby announces that the Exchange and Tender Offer has been terminated on 26April 2023. No Reg S Notes have been purchased by the Company or ER, and all Reg S Notes tendered pursuant to the Exchange and Tender Offer will be returned to the tendering Eligible Holders at the Company’s expense or in the case of book-entry Reg S Notes, maintained in the name of the tendering Eligible Holders at Euroclear or Clearstream, with positions unblocked and returned as soon as practicable. All Reg S Notes will remain outstanding with their existing rights. As a result of the termination of the Exchange and Tender Offer, the Company will not proceed with the Concurrent New Money Issuance."

 

INVITATION TO EXCHANGE AND TENDER THE 9.25% SENIOR NOTES DUE 2024 (CUSIP/ISIN No: Regulation S Global Note G61759AA7/USG61759AA70)

PROPOSED ISSUANCE OF NEW NOTES


24 APRIL 2023


Announcement including disclaimers and disclosures available via SGX


"THE EXCHANGE AND TENDER OFFER


Summary of the terms of the Exchange and Tender Offer


Reference is made to the announcement dated 4 April 2019 regarding the 2024 Notes being listed on the SGX-ST. As at the date of this announcement, the aggregate outstanding principal amount of the 2024 Notes is approximately US$350.2 million.


ER, an indirect wholly-owned subsidiary of the Company, and the Company are offering: (A) to exchange (the “Exchange Offer”) up to the Maximum Exchange Acceptance Amount of Reg S Notes tendered through both (i) Preferred Exchange Instructions (as defined in the ETOM) and (ii) Non-Preferred Exchange Instructions (as defined in the ETOM) and (B) to purchase for cash (the “Tender Offer”, together with the Exchange Offer, the “Exchange and Tender Offer”) up to the Maximum Tender Acceptance Amount (together with the Maximum Exchange Acceptance Amount, the “Maximum Acceptance Amount”) of Reg S Notes tendered through Tender Instructions (as defined in the ETOM), in each case, held by Eligible Holders for, at the election of each Eligible Holder and with respect to each US$1,000 principal amount of the Reg S Notes, either (but not both):


• with respect to the Exchange Offer: (1) a principal amount of New Notes equal to

US$1,000 multiplied by the Exchange Ratio, subject to the provisions relating to minimum

denominations, PLUS (2) Fractional Cash Payment, PLUS (3) Accrued Interest; or


• with respect to the Tender Offer: (1) cash in the amount of US$1,000 PLUS (2) Accrued

Interest.


The Maximum Tender Acceptance Amount and the Maximum Exchange Acceptance Amount will be announced following the pricing of the Concurrent New Money Issuance. The Maximum Acceptance Amount may be increased or modified by ER and/or the Company in their sole discretion and as described in the ETOM.


ER and/or the Company will only accept tenders of Reg S Notes for the Exchange Offer or Tender Offer with respect to the Reg S Notes. ER and/or the Company will not accept tenders with respect to the 9.25% senior notes due 2024 held on the Rule 144A Global Note bearing CUSIP/ISIN Nos: 60938LAA2/US60938LAA26 (the “144A Notes”). In order to participate in the Exchange Offer or Tender Offer, each Holder of the 144A Notes, who is located outside the United States and otherwise complies with the restrictions in the ETOM must, prior to the Offer Expiration Date, exchange such 144A Notes for Reg S Notes held though Euroclear or Clearstream.


Subject to the terms and conditions of the ETOM, Eligible Holders whose Reg S Notes are accepted in the Exchange Offer will receive a cash payment equal to the accrued and unpaid interest in respect of the Reg S Notes from the most recent interest payment date to, but not including, the Concurrent New Money Issuance Settlement Date (expected to be May 9, 2023).


Such accrued and unpaid interest will be paid in U.S. dollars and calculated based on the provisions of the Reg S Notes. For the avoidance of doubt, interest in respect of the New Notes issued in the Exchange Offer will accrue from the Concurrent New Money Issuance Settlement Date, irrespective of whether the New Notes are issued on the Concurrent New Money Issuance Settlement Date or the Exchange Settlement Date, and such interest will be paid to such Eligible Holders on the interest payment date of the New Notes.


Subject to the terms and conditions of the ETOM, Eligible Holders whose Reg S Notes are accepted in the Tender Offer will receive a cash payment equal to the accrued and unpaid interest in respect of the Reg S Notes from the most recent interest payment date to, but not including, the Tender Settlement Date (expected to be May 9, 2023). Such accrued and unpaid interest will be paid in U.S. dollars and calculated based on the provisions of the Reg S Notes.


ER and/or the Company will not issue any fractional New Notes. If, as a result of the application of the Exchange Ratio, any applicable proration and/or any applicable re-assignment, an Eligible Holder would be entitled to receive an aggregate principal amount of New Notes that (a) is not an integral multiple of US$1,000, in the Exchange Offer, such New Notes principal amount will be rounded down to the nearest US$1,000, or (b) is less than US$200,000 minimum principal amount, then ER and/or the Company will pay in cash to that Eligible Holder on the Exchange


Settlement Date a “Fractional Cash Payment”, which is the amount equal to (i) the fractional portion of such aggregate principal amount that is not such an integral multiple or is less than such minimum principal amount, as applicable, multiplied by (ii) the issue price of the New Notes in the Concurrent New Money Issuance (rounded to the nearest US$0.01, with half a cent being rounded upwards)."


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**PREVIOUS MONGOLIAN MINING CORPORATION TRANSACTION BELOW**

 

FINAL TENDER RESULTS AND FINAL SETTLEMENT WITH RESPECT TO INVITATION TO TENDER FOR CASH UP TO US$100,000,000 IN AGGREGATE PURCHASE PRICE OF OUTSTANDING US$440,000,000 9.25% SENIOR NOTES DUE 2024


7th December 2022


Announcement available via SGX.


"The Expiration Date for the Offer has passed. As at the Expiration Date for the Offer, an aggregate principal amount of the Notes of US$42,591,000, representing approximately 9.68% of the aggregate outstanding principal amount of the Notes, have been validly tendered and not validly withdrawn on or before the Withdrawal Date pursuant to the Offer.

As the Tender Cap has not been reached, ER has determined the Clearing Price for the Offer to be US$630, which is determined pursuant to the “modified Dutch Auction” procedure described in the Offer to Purchase, with Notes validly tendered (and not validly withdrawn) up to the Expiration Date."


 

INVITATION TO TENDER FOR CASH UP TO US$100,000,000 IN AGGREGATE PURCHASE PRICE OF OUTSTANDING US$440,000,000 9.25% SENIOR NOTES DUE 2024


(CUSIP/ISIN Nos: Restricted Global Note 60938LAA2/US60938LAA26;

Regulation S Global Note G61759AA7/USG61759AA70)


"The Offer is being undertaken as a part of the Company’s active management of liabilities and capital, and is focused on core capital generation as well as the optimization of its future interest expenses. The Company believes that the Offer provides liquidity in the market and offers Holders the possibility to exit their investment in the Notes."



Announcement available via SGX.





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