Latest news with #EndeavourMiningplc
Yahoo
5 days ago
- Business
- Yahoo
Endeavour Announces Completion of US$500 Million Senior Notes Offering and Results of Tender Offer
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. ENDEAVOUR ANNOUNCES COMPLETION OF US$500 MILLION SENIOR NOTES OFFERING AND RESULTS OF TENDER OFFER London, 29 May 2025 – Endeavour Mining plc ((LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the 'Company') is pleased to announce that it has completed its previously announced offering (the 'Offering') of US$500.0 million 7.000% senior notes due 2030 (the 'New Notes') as part of its refinancing strategy. The proceeds of the Offering, together with cash on hand, will be used to (i) finance the purchase of any and all of the Company's outstanding 5.000% Senior Notes due 2026 (the 'Existing Notes') validly tendered and accepted for purchase by the Company pursuant to the cash tender offer launched by the Company concurrently with the Offering (the 'Tender Offer') and (ii) pay fees and expenses in relation to the Offering and the Tender Offer. The Company also announces that US$464,278,000 aggregate principal amount of Existing Notes have been tendered in the Tender Offer. Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture. TENDER OFFER RESULTS The Tender Offer, conducted pursuant to the terms and on the conditions set out in the offer to purchase dated 19 May 2025 (the 'Offer to Purchase'), expired at 5:00 p.m. (New York City time) on 28 May 2025 (the 'Expiration Deadline'). The deadline for delivery of Existing Notes tendered according to the guaranteed delivery procedures, as described in the Offer to Purchase is 5:00 p.m. (New York City time) on 29 May 2025. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase. The Company announces that US$464,278,000 aggregate principal amount of Existing Notes were validly tendered and not withdrawn at or prior to the Expiration Deadline and will be accepted for purchase by the Company. These amounts include US$214,000 aggregate principal amount of Existing Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the Company remains subject to the Noteholders' performance of the delivery requirements under such procedures. Description of Existing Notes 144A CUSIP/ISIN Regulation S CUSIP / ISIN Aggregate Principal Amount Accepted(1) Principal Amount Outstanding Following Completion of the Offer(1) Purchase Price(2) US$500,000,000 5.000% Senior Notes due 2026 29261HAA3 / US29261HAA32 G3R41AAA4 / USG3R41AAA47 US$464,278,000 US$35,722,000 100.00% (equivalent to US$1,000 per US$1,000) in principal amount of Existing Notes (1) Assumes that all Existing Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Information and Tender Agent at or prior to 5:00 p.m., New York City time, on 29 May 2025 and otherwise in accordance with the notice of guaranteed delivery. (2) Per US$1,000 principal amount of Existing Notes accepted for purchase and excluding Accrued Interest. The New Financing Condition to the Tender Offer has been satisfied and the Company will pay the applicable Purchase Price with respect to Existing Notes accepted for purchase promptly after the Expiration Deadline, on the settlement date which is expected to be 30 May 2025 (the 'Settlement Date'). In addition, holders of Existing Notes accepted for purchase in the Tender Offer will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but excluding, the Settlement Date ('Accrued Interest'). Existing Notes purchased in the Tender Offer will be retired and cancelled. Any Existing Notes not tendered or accepted for purchase pursuant to the Tender Offer will continue to accrue interest in accordance with the Indenture of the Existing Notes. Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture. DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, regulatory, tax and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Company, the Dealer Managers or the Information and Tender Agent is providing Noteholders with any legal, business, tax or other advice in this announcement or the Offer to Purchase. None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Tender Offer, the Company, any of its affiliates or the notes contained in this announcement, the Offer to Purchase or the New Notes or Existing Notes or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information. OFFER AND DISTRIBUTION RESTRICTIONS The New Notes issued in connection with the Offering have not been and will not be registered under the US Securities Act of 1933 or the securities laws of any other jurisdiction. Securities may not be offered in the United States absent registration or an exemption from registration. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The New Notes 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 ('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 2016/97/EU (as amended, the 'Insurance Distribution 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 Regulation (EU) 2017/1129 (as amended, the 'Prospectus Regulation'). No key information document required by Regulation (EU) No 1286/2014 (as amended, the 'PRIIPs Regulation') for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The New Notes 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 (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 (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, 'FSMA') and any rules or regulations made under the FSMA 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) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended the 'UK PRIIPs Regulation') for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared, and therefore, offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. 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). This announcement is being distributed to, and is directed at, only 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 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or high value trusts etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) 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 (the 'FSMA') in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as 'Relevant Persons'). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The New Notes have not been nor will they be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the New Notes in Canada will be made on a basis which is exempt from the prospectus requirements of Canadian securities laws and the New Notes will be subject to 'hold period' resale restrictions under applicable Canadian securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Company. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This announcement contains 'forward-looking statements' within the meaning of applicable securities laws. All statements, other than statements of historical fact, are 'forward-looking statements', including but not limited to, statements with respect to the Company's intentions with regards to any offering of the New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'anticipate,' 'expect,' 'suggests,' 'plan,' 'believe,' 'intend,' 'estimates,' 'targets,' 'projects,' 'forecasts,' 'should,' 'could,' 'would,' 'may,' 'will' and other similar expressions or, in each case, their negative or other variations or comparable terminology and similar expressions. Forward-looking statements, while based on management's reasonable estimates, projections and assumptions at the date the statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to the Company's most recent Annual Information Form filed under its profile at for further information respecting the risks affecting the Company, its subsidiaries and its business. These forward-looking statements speak only as of the date of this announcement. Except as required by applicable law and regulation, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. ABOUT ENDEAVOUR MINING PLC Endeavour Mining is one of the world's top gold miners and one of the largest gold producers in West Africa, with operating assets across Senegal, Côte d'Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa. A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV. Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release. CONTACT INFORMATION For Investor Relations enquiries: For Media enquiries: Jack Garman Brunswick Group LLP in London Vice President of Investor Relations Carole Cable, Partner +442030112723 +442074045959 investor@ ccable@ Attachment 250529 - NR - Tender offer results announcement
Hamilton Spectator
23-05-2025
- Business
- Hamilton Spectator
Endeavour Announces Results of Annual General Meeting 2025
ENDEAVOUR ANNOUNCES RESULTS OF ANNUAL GENERAL MEETING 2025 London, 23 May 2025 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) ('the Company') is pleased to announce that all resolutions at yesterday's annual general meeting ('AGM') were duly passed by shareholders. All resolutions were taken by poll and the results for the resolutions voted upon at the AGM are set out below: As at the UK record date for the AGM (20 May 2025), the total number of issued ordinary shares of the Company was 242,212,493 and there were 103,147 ordinary shares held in treasury. The total number of voting rights for the ordinary shares was therefore 242,109,346. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Copies of the resolutions passed at the AGM, other than resolutions concerning ordinary business, will shortly be uploaded to the FCA's National Storage Mechanism in accordance with UK Listing Rule 14.3.6 R(2) and will be available to view at: . CONTACT INFORMATION ABOUT ENDEAVOUR MINING PLC Endeavour Mining is one of the world's senior gold producers and the largest in West Africa, with operating assets across Senegal, Côte d'Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa. A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering meaningful value to people and society. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV. For more information, please visit . Attachment
Yahoo
23-05-2025
- Business
- Yahoo
Endeavour Announces Results of Annual General Meeting 2025
ENDEAVOUR ANNOUNCES RESULTS OF ANNUAL GENERAL MEETING 2025 London, 23 May 2025 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) ('the Company') is pleased to announce that all resolutions at yesterday's annual general meeting ('AGM') were duly passed by shareholders. All resolutions were taken by poll and the results for the resolutions voted upon at the AGM are set out below: RESOLUTION VOTESFOR % FOR VOTESAGAINST % AGAINST TOTAL VOTES % OF ISC VOTED VOTESWITHHELD ORDINARY RESOLUTIONS 1. To receive the 2024 Annual Report 176,125,066 99.99% 24,217 0.01% 176,149,283 72.73% 180,996 2. To re-elect Alison Baker as a Director 172,530,626 97.86% 3,781,331 2.14% 176,311,957 72.79% 18,322 3. To re-elect Patrick Bouisset as a Director 176,089,288 99.87% 225,636 0.13% 176,314,924 72.79% 15,355 4. To re-elect Ian Cockerill as a Director 176,092,874 99.89% 200,600 0.11% 176,293,474 72.78% 36,805 5. To re-elect Cathia Lawson-Hall as a Director 165,943,922 94.12% 10,369,860 5.88% 176,313,782 72.79% 16,496 6. To re-elect Livia Mahler as a Director 174,016,670 98.70% 2,298,349 1.30% 176,315,019 72.79% 15,261 7. To re-elect Sakhila Mirza as a Director 176,241,478 99.96% 74,522 0.04% 176,316,000 72.79% 14,279 8. To re-elect John Munro as a Director 176,275,331 99.98% 38,632 0.02% 176,313,963 72.79% 16,317 9. To re-elect Naguib Sawiris as a Director 176,106,435 99.88% 207,004 0.12% 176,313,439 72.79% 16,840 10. To re-elect Srinivasan Venkatakrishnan as a Director 174,262,580 98.84% 2,049,627 1.16% 176,312,207 72.79% 18,072 11. To reappoint BDO LLP as auditors 179,901,158 99.98% 29,390 0.02% 179,930,548 74.29% 18,822 12. To authorise the Audit & Risk Committee to fix the remuneration of the auditors of the Company 176,281,450 99.98% 35,819 0.02% 176,317,269 72.79% 13,009 13. To approve the Directors' Remuneration Policy as set out on pages 134-144 of the 2024 Annual Report 143,048,709 81.67% 32,104,424 18.33% 175,153,133 72.31% 1,177,145 14. To approve the Directors' Remuneration Report as set out on pages 125-151 of the 2024 Annual Report 173,549,067 98.53% 2,581,002 1.47% 176,130,069 72.72% 200,209 15. Authority to allot shares or grant rights to subscribe for or to convert any securities into shares 173,707,579 98.52% 2,604,415 1.48% 176,311,994 72.79% 18,284 SPECIAL RESOLUTIONS 16. General authority to disapply pre-emption rights 172,718,422 97.97% 3,581,848 2.03% 176,300,270 72.79% 30,008 17. Additional authority to disapply pre-emption rights 171,055,565 97.02% 5,253,584 2.98% 176,309,149 72.79% 21,129 18. Authority to purchase own shares 176,164,397 99.98% 28,295 0.02% 176,192,692 72.74% 137,587 19. Authority to call general meetings on not less than 14 clear days' notice 174,257,770 98.84% 2,050,952 1.16% 176,308,722 72.79% 21,547 As at the UK record date for the AGM (20 May 2025), the total number of issued ordinary shares of the Company was 242,212,493 and there were 103,147 ordinary shares held in treasury. The total number of voting rights for the ordinary shares was therefore 242,109,346. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Copies of the resolutions passed at the AGM, other than resolutions concerning ordinary business, will shortly be uploaded to the FCA's National Storage Mechanism in accordance with UK Listing Rule 14.3.6 R(2) and will be available to view at: CONTACT INFORMATION For Investor Relations Enquiries: For Media Enquiries: Jack Garman Brunswick Group LLP in London Vice President of Investor Relations Carole Cable, Partner +44 203 011 2723 +44 207 404 5959 investor@ ccable@ ABOUT ENDEAVOUR MINING PLC Endeavour Mining is one of the world's senior gold producers and the largest in West Africa, with operating assets across Senegal, Côte d'Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa. A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering meaningful value to people and society. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV. For more information, please visit Attachment 250523 - NR - Endeavour Announces Results of Annual General Meeting
Business Upturn
19-05-2025
- Business
- Business Upturn
Endeavour Announces Offer to Purchase for Cash any and all Senior Notes Due 2026
By GlobeNewswire Published on May 19, 2025, 12:53 IST NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. ENDEAVOUR ANNOUNCES OFFER TO PURCHASE FOR CASH ANY AND ALL SENIOR NOTES DUE 2026 London, 19 May 2025 – Endeavour Mining plc (LSE & TSX: EDV) (the 'Offeror') has today launched an offer to holders of its outstanding 5.000% Senior Notes due 2026 (the 'Notes') to tender any and all such Notes for purchase by the Offeror on the terms and subject to the conditions described in the Offer to Purchase dated May 19, 2025 (the 'Offer to Purchase') (the 'Offer') . The purchase of any Notes by the Offeror is expected to be made with proceeds from the issuance of new U.S.$-denominated senior notes. The terms and conditions of the Offer are described in the Offer to Purchase. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase. The Offer will expire at 5:00 p.m. (New York City time) on May 28, 2025 (the 'Expiration Deadline') unless extended, re-opened, withdrawn or terminated at the sole discretion of the Offeror as provided in the Offer to Purchase. Tender Instructions, once submitted, may be withdrawn at any time prior to the Expiration Deadline, but not thereafter. The deadline for delivery of Notes tendered according to the guaranteed delivery procedures, as described in the Offer to Purchase, will be 5:00 p.m. (New York City time) on May 29, 2025. This Offer to Purchase and any other relevant notices and documents with respect to the Offer will be available at which is the offer website operated by the Information and Tender Agent for the purpose of the Offer, subject to the offer and distribution restrictions set out herein. Description of Notes 144A CUSIP/ISIN Regulation S CUSIP / ISIN Principal Amount Outstanding Purchase Price Acceptance Amount U.S.$500,000,000 5.000% Senior Notes due 2026 29261HAA3 / US29261HAA32 G3R41AAA4 / USG3R41AAA47 U.S.$500,000,000 100.00% (equivalent to U.S.$1,000 per U.S.$1,000) in principal amount of Notes Any and all The purchase price of the Notes accepted for purchase by the Offeror pursuant to the Offer will be 100.00% of the principal amount of the Notes (the 'Purchase Price') validly tendered in the Offer and accepted for purchase by the Offeror. In respect of any Notes accepted by the Offeror for purchase pursuant to the Offer (including with respect to Notes delivered pursuant to the guaranteed delivery procedures as set out in the Offer to Purchase), the Offeror will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the Settlement Date, which is expected to be no later than May 300, 2025, to, but excluding, the Settlement Date (the 'Accrued Interest Payment'). Unless the Offeror defaults in making such payment, any Notes accepted for purchase pursuant to the Offer will cease to accrue interest after the Settlement Date. Any Notes not tendered or accepted for purchase pursuant to the Offer will continue to accrue interest in accordance with the Indenture of the Notes. Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. The purpose of the Offer is to proactively manage the Offeror's upcoming debt maturities and to extend its debt maturity profile. The Offeror has today announced its intention to issue new U.S.$-denominated senior notes (the 'New Notes'), subject to market conditions. The purchase of any Notes by the Offeror pursuant to the Offer is subject to certain conditions, including the successful completion (in the sole determination of the Offeror) of the offering of the New Notes, resulting in net proceeds to the Offeror in a sufficient amount to fund the purchase by the Offeror of all Notes validly tendered and accepted pursuant to the Offer (the 'New Financing Condition'). Pricing and allocation of the New Notes is expected to occur prior to the Expiration Deadline. For the avoidance of doubt, the New Financing Condition shall only need to be satisfied (or waived at the sole discretion of the Offeror) by the Settlement Date, and not by the Expiration Deadline. The Offeror reserves the right, in its sole discretion, to waive or modify, subject to applicable law, any one or more of the conditions to the Offer, in whole or in part, at any time. The Offeror intends, in connection with allocations of the New Notes, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Notes pursuant to the Offer, and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor. When considering allocations of any New Notes, the Offeror intends to give preference to those investors who, prior to such allocation (which may be before the Expiration Deadline), have tendered, or indicated to the Offeror or a Dealer Manager their firm intention to tender, Notes. Any such preference will, subject to the sole and absolute discretion of the Offeror, be applicable up to the aggregate principal amount of Notes tendered or firmly indicated to be tendered by such Noteholder pursuant to the Offer. However, the Offeror is not obliged to allocate any New Notes to an investor which has validly tendered or indicated a firm intention to tender Notes pursuant to the Offer, and therefore there can be no assurance that any New Notes will be allocated to such investor. Neither this announcement nor the Offer to Purchase constitute an offer to sell or solicitation of an offer to buy any New Notes. Any allocation of any New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures and Noteholders should contact a Dealer Manager for further information in this regard, including any relevant deadlines. Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer, as described in the Offer to Purchase. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision is made. The purchase of the Notes pursuant to the Offer may only be made after the submission of a valid Tender Instruction. Subject to applicable law, the acceptance for purchase by the Offeror of the Notes validly tendered pursuant to the Offer is conditional on the satisfaction or waiver of the New Financing Condition and the other conditions described in the Offer to Purchase and is at the sole and absolute discretion of the Offeror. The Offeror expects to finance the purchase of the Notes validly tendered and accepted for purchase pursuant to the Offer with the proceeds of the issuance of the New Notes. The Offer is conditioned upon, among other things, the satisfaction or waiver of the New Financing Condition. No assurance can be given that the offering of New Notes will be priced on the terms currently envisioned or at all. The offering of New Notes is not conditioned upon the completion of the Offer. Additional conditions to the Offer are described in the Offer to Purchase. The Offeror is making the Offer only in those jurisdictions where it is legal to do so. If any Notes remain outstanding following completion of the Offer, the Offeror expects to redeem such remaining Notes in full on or after October 14, 2025. However, the Offeror cannot assure you that such remaining Notes will be so redeemed. In addition, in connection with certain tender offers for the Notes and subject to certain conditions, if holders of not less than 90% in aggregate principal amount of the Notes validly tender, the Issuer or such third party will have the right to redeem the Notes that remain outstanding in whole, but not in part, following such purchase at a price equal to the price offered to each other holder of the Notes. Whether or not the purchase of any Notes pursuant to the Offer is completed, the Offeror or any of its subsidiaries reserve the right to take one or more future actions at any time in respect of the Notes that remain outstanding after the consummation of the Offer and may, to the extent permitted by applicable law, continue to acquire, from time to time during or after the Offer, Notes other than pursuant to the Offer, including through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration or otherwise on terms more or less favorable than those contemplated in the Offer. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture. The Offeror will only accept tenders of Notes for purchase pursuant to the Offer which are made by way of the submission of valid Tender Instructions in accordance with the procedures set out in the Offer to Purchase. Only a Direct Participant in DTC can properly instruct DTC with regard to submitting Tender Instructions. In so instructing, the Direct Participant, and the tendering Noteholder on whose behalf it is acting, will be deemed to have read and agreed to be bound by the terms and conditions of the Offer contained in the Offer to Purchase. If a Noteholder holds its Notes through a custodian or other intermediary, such Noteholder may not submit a Tender Instruction directly. Any such Noteholder should therefore arrange for the Direct Participant through which it holds the relevant Notes to submit a Tender Instruction on its behalf to DTC by the deadlines specified by DTC. In the event that the relevant custodian or intermediary is unable to submit a Tender Instruction on its behalf by one of the methods described herein, the Noteholder should contact the Information and Tender Agent for assistance in submitting its Tender Instruction. There can be no assurance that the Information and Tender Agent will be able to assist any such Noteholders in successfully submitting a Tender Instruction. To tender Notes in the Offer, a holder of Notes should deliver, or arrange to have delivered on its behalf, via DTC and in accordance with the requirements of DTC, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline. Tender Instructions must be submitted in respect of a principal amount of Notes of no less than U.S.$200,000 and in integral multiples of U.S.$1,000 in excess thereof. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and DTC for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. The tendering of Notes will be deemed to have occurred upon receipt by the Information and Tender Agent via DTC of a valid Tender Instruction submitted in accordance with the requirements of DTC. The receipt of such Tender Instruction by DTC will be acknowledged in accordance with the standard practices of such DTC and will result in the blocking of the relevant Notes in the Noteholder's account at DTC so that no transfers may be effected in relation to such Notes. THE OFFEROR Endeavour Mining plc 5 Young StreetLondon W8 5EH London United Kingdom Questions and requests for information in connection with the Offer may be directed to the Dealer Managers. THE DEALER MANAGERS BMO Capital Markets New York Office: 151 West 42nd Street New York, New York 10036 United States of America Telephone (U.S. Toll Free): +1 (833) 418-0762 Telephone (U.S. Collect): +1 (212) 702-1840 London Office: Sixth Floor, 100 Liverpool Street London EC2M 2AT United Kingdom Telephone: +44 20 7665 8746 Email: [email protected] Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group In Europe: Telephone: +44 20 7986 8969 In the United States: Toll Free: +1 800 558 3745 Collect: +1 212 723 6106 Email: [email protected] Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent. THE INFORMATION AND TENDER AGENT Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Attention: Exchange Team Telephone: +44 (0)20 7508 3867 Email: [email protected] DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, regulatory, tax and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the Dealer Managers or the Information and Tender Agent is providing Noteholders with any legal, business, tax or other advice in this announcement or the Offer to Purchase. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to participate in the Offer. None of the Dealer Managers, the Information and Tender Agent, the Offeror or any of their respective directors, officers, employees or affiliates make any representation or recommendation whatsoever regarding this announcement, the Offer to Purchase, the Offer or any recommendation as to whether Noteholders should tender Notes in the Offer or otherwise participate in the Offer or subscribe for New Notes. None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer, the Offeror, any of its affiliates or the Notes contained in this announcement, the Offer to Purchase or the New Notes or for any failure by the Offeror to disclose events that may have occurred and may affect the significance or accuracy of such information. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the final offering memorandum to be prepared in connection with the offering, issue and listing of the New Notes (the 'Offering Memorandum') and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. The Offeror has also prepared an offering memorandum in preliminary form dated May 19, 2025, relating to the New Notes (the 'Preliminary Offering Memorandum'). Subject to compliance with all applicable securities laws and regulations, the Preliminary Offering Memorandum is available from the Dealer Managers (in their capacities as joint bookrunners of the issue of the New Notes) on request. The New Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the 'Securities Act') or the securities laws of any other jurisdiction. Securities may not be offered in the United States absent registration or an exemption from registration. Accordingly, the New Notes are being offered and sold only to investors who are either (1) qualified institutional buyers ('QIBs') as defined in and in reliance on Rule 144A under the Securities Act of 1933 or (2) outside the United States in compliance with Regulation S under the Securities Act. Nothing in this announcement or the Offer to Purchase constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in transactions exempt from the registration requirements of the Securities Act. The New Notes 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 ('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 2016/97/EU (as amended, the 'Insurance Distribution 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 Regulation (EU) 2017/1129 (as amended, the 'Prospectus Regulation'). The New Notes 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 (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 (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, 'FSMA') and any rules or regulations made under the FSMA 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) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. OFFER AND DISTRIBUTION RESTRICTIONS Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities, blue sky or other laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Offeror. Neither this announcement, the Offer to Purchase nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may not be accepted. ABOUT ENDEAVOUR MINING PLC Endeavour Mining is one of the world's top gold miners and one of the largest gold producers in West Africa, with operating assets across Senegal, Côte d'Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa. A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV. Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release. CONTACT INFORMATION For Investor Relations enquiries: For Media enquiries: Jack Garman Brunswick Group LLP in London Vice President of Investor Relations Carole Cable, Partner +442030112723 +442074045959 [email protected] [email protected] Attachment 250519 – NR – Tender offer launch announcement Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. GlobeNewswire provides press release distribution services globally, with substantial operations in North America and Europe.
Yahoo
16-05-2025
- Business
- Yahoo
Endeavour Announces Holding(s) in Company
Endeavour Mining plc ('the Company') announces that it received the following notification, today, 16 May 2025, from Blackrock, Inc. of its interests in the Company as at 15 May 2025 TR-1: Standard form for notification of major holdings 1. Issuer Details ISIN GB00BL6K5J42Issuer Name ENDEAVOUR MINING PLCUK or Non-UK Issuer UK2. Reason for Notification An acquisition or disposal of voting rights3. Details of person subject to the notification obligation Name BlackRock, of registered office (if applicable) WilmingtonCountry of registered office (if applicable) USA4. Details of the shareholder Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above City of registered office (if applicable) Country of registered office (if applicable) 5. Date on which the threshold was crossed or reached 15-May-20256. Date on which Issuer notified 16-May-20257. Total positions of person(s) subject to the notification obligation . % of voting rights attached to shares (total of 8.A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights held in issuer Resulting situation on the date on which threshold was crossed or reached 12.970000 0.290000 13.260000 32062886 Position of previous notification (if applicable) 13.070000 0.370000 13.440000 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached 8A. Voting rights attached to shares Class/Type of shares ISIN code(if possible) Number of direct voting rights (DTR5.1) Number of indirect voting rights (DTR5.2.1) % of direct voting rights (DTR5.1) % of indirect voting rights (DTR5.2.1) GB00BL6K5J42 31329093 12.970000 Sub Total 8.A 31329093 12.970000% 8B1. Financial Instruments according to (DTR5.3.1R.(1) (a)) Type of financial instrument Expiration date Exercise/conversion period Number of voting rights that may be acquired if the instrument is exercised/converted % of voting rights Securities Lending 692077 0.280000 Sub Total 8.B1 692077 0.280000% 8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b)) Type of financial instrument Expiration date Exercise/conversion period Physical or cash settlement Number of voting rights % of voting rights CFD Cash 41716 0.010000 Sub Total 8.B2 41716 0.010000% 9. Information in relation to the person subject to the notification obligation 2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary) Ultimate controlling person Name of controlled undertaking % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold BlackRock, Inc. (Chain 1) BlackRock Finance, Inc. BlackRock, Inc. (Chain 1) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 1) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 1) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 1) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 1) BlackRock (Singapore) Holdco Pte. Ltd. BlackRock, Inc. (Chain 1) BlackRock HK Holdco Limited BlackRock, Inc. (Chain 1) BlackRock Lux Finco S.a.r.l. BlackRock, Inc. (Chain 1) BlackRock Japan Holdings GK BlackRock, Inc. (Chain 1) BlackRock Japan Co., Ltd. BlackRock, Inc. (Chain 2) BlackRock Finance, Inc. BlackRock, Inc. (Chain 2) Trident Merger, LLC BlackRock, Inc. (Chain 2) BlackRock Investment Management, LLC BlackRock, Inc. (Chain 3) BlackRock Finance, Inc. BlackRock, Inc. (Chain 3) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 3) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 3) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 3) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 3) BlackRock Holdco 3, LLC BlackRock, Inc. (Chain 3) BlackRock Cayman 1 LP BlackRock, Inc. (Chain 3) BlackRock Cayman West Bay Finco Limited BlackRock, Inc. (Chain 3) BlackRock Cayman West Bay IV Limited BlackRock, Inc. (Chain 3) BlackRock Group Limited BlackRock, Inc. (Chain 3) BlackRock Finance Europe Limited BlackRock, Inc. (Chain 3) BlackRock Investment Management (UK) Limited 8.990000 0.120000 9.120000% BlackRock, Inc. (Chain 4) BlackRock Finance, Inc. BlackRock, Inc. (Chain 4) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 4) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 4) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 4) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 4) BlackRock Australia Holdco Pty. Ltd. BlackRock, Inc. (Chain 4) BlackRock Investment Management (Australia) Limited BlackRock, Inc. (Chain 5) BlackRock Finance, Inc. BlackRock, Inc. (Chain 5) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 5) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 5) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 5) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 5) BlackRock Holdco 3, LLC BlackRock, Inc. (Chain 5) BlackRock Cayman 1 LP BlackRock, Inc. (Chain 5) BlackRock Cayman West Bay Finco Limited BlackRock, Inc. (Chain 5) BlackRock Cayman West Bay IV Limited BlackRock, Inc. (Chain 5) BlackRock Group Limited BlackRock, Inc. (Chain 5) BlackRock International Limited BlackRock, Inc. (Chain 6) BlackRock Finance, Inc. BlackRock, Inc. (Chain 6) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 6) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 6) BlackRock Holdco 4, LLC BlackRock, Inc. (Chain 6) BlackRock Holdco 6, LLC BlackRock, Inc. (Chain 6) BlackRock Delaware Holdings Inc. BlackRock, Inc. (Chain 6) BlackRock Institutional Trust Company, National Association BlackRock, Inc. (Chain 7) BlackRock Finance, Inc. BlackRock, Inc. (Chain 7) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 7) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 7) BlackRock Holdco 4, LLC BlackRock, Inc. (Chain 7) BlackRock Holdco 6, LLC BlackRock, Inc. (Chain 7) BlackRock Delaware Holdings Inc. BlackRock, Inc. (Chain 7) BlackRock Fund Advisors BlackRock, Inc. (Chain 8) BlackRock Finance, Inc. BlackRock, Inc. (Chain 8) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 8) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 9) BlackRock Finance, Inc. BlackRock, Inc. (Chain 9) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 9) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 9) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 9) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 9) BlackRock (Singapore) Holdco Pte. Ltd. BlackRock, Inc. (Chain 9) BlackRock HK Holdco Limited BlackRock, Inc. (Chain 9) BlackRock Asset Management North Asia Limited BlackRock, Inc. (Chain 10) BlackRock Finance, Inc. BlackRock, Inc. (Chain 10) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 10) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 10) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 10) BlackRock Canada Holdings ULC BlackRock, Inc. (Chain 10) BlackRock Asset Management Canada Limited BlackRock, Inc. (Chain 11) BlackRock Finance, Inc. BlackRock, Inc. (Chain 11) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 11) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 11) BlackRock Capital Holdings, Inc. BlackRock, Inc. (Chain 11) BlackRock Advisors, LLC BlackRock, Inc. (Chain 12) BlackRock Finance, Inc. BlackRock, Inc. (Chain 12) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 12) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 12) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 12) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 12) BlackRock Holdco 3, LLC BlackRock, Inc. (Chain 12) BlackRock Cayman 1 LP BlackRock, Inc. (Chain 12) BlackRock Cayman West Bay Finco Limited BlackRock, Inc. (Chain 12) BlackRock Cayman West Bay IV Limited BlackRock, Inc. (Chain 12) BlackRock Group Limited BlackRock, Inc. (Chain 12) BlackRock Finance Europe Limited BlackRock, Inc. (Chain 12) BlackRock Advisors (UK) Limited BlackRock, Inc. (Chain 13) BlackRock Finance, Inc. BlackRock, Inc. (Chain 13) BlackRock Holdco 2, Inc. BlackRock, Inc. (Chain 13) BlackRock Financial Management, Inc. BlackRock, Inc. (Chain 13) BlackRock International Holdings, Inc. BlackRock, Inc. (Chain 13) BR Jersey International Holdings L.P. BlackRock, Inc. (Chain 13) BlackRock (Singapore) Holdco Pte. Ltd. BlackRock, Inc. (Chain 13) BlackRock (Singapore) Limited BlackRock, Inc. (Chain 14) BlackRock Finance, Inc. BlackRock, Inc. (Chain 14) Trident Merger, LLC BlackRock, Inc. (Chain 14) BlackRock Investment Management, LLC BlackRock, Inc. (Chain 14) Amethyst Intermediate, LLC BlackRock, Inc. (Chain 14) Aperio Holdings, LLC BlackRock, Inc. (Chain 14) Aperio Group, LLC 10. In case of proxy voting Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held 11. Additional Information BlackRock Regulatory Threshold Reporting Team Jana Blumenstein 020 7743 365012. Date of Completion 16th May 202513. Place Of Completion 12 Throgmorton Avenue, London, EC2N 2DL, U.K. Attachment Endeavour Mining PLC_2025-05-15_NA_(Issuer) NewError in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
