Latest news with #toPurchase
Business Wire
3 days ago
- Business
- Business Wire
Avolon Announces Early Tender Results and Upsize of Debt Tender Offers
DUBLIN--(BUSINESS WIRE)--Avolon Holdings Limited ('Avolon' or the 'Company'), a leading global aviation finance company, announced today the early results of the previously announced offers to purchase for cash commenced by Avolon Holdings Funding Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon ('Avolon Holdings Funding' or the 'Offeror' and, together with the Company and its consolidated subsidiaries, 'we,' 'our' or 'us'), for the notes issued by the Offeror listed in the following table (the 'Notes') (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels (as defined below) and (ii) subject to the Maximum Tender Cap (as defined below) and possible pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below), and our election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below), to make payment for such Notes on June 5, 2025 (the 'Early Settlement Date'). The Offeror has increased the aggregate purchase price (excluding Accrued Interest (as defined below)) of the Notes that it intends to purchase in the offers from the previously announced amount of $800,000,000 to $1,200,000,000 (as so amended, the 'Maximum Tender Cap'). The other terms of the previously announced offers to purchase the Notes remain unchanged. The offers to purchase with respect to each series (each, a 'Series') of Notes are referred to herein as the 'Offers' and each, an 'Offer.' Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated May 19, 2025 (as may be amended or supplemented from time to time, including pursuant to this press release, the 'Offer to Purchase'). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. The Withdrawal Deadline of 5:00 P.M., New York City time, on June 2, 2025 has passed and accordingly, Notes validly tendered pursuant to the Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase. As of 5:00 P.M., New York City time, on June 2, 2025 (the 'Early Tender Deadline'), as reported by Global Bondholder Services Corporation, the Tender Agent and Information Agent (each as defined below) for the Offers, approximately $1,781,637,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn. The table below identifies the principal amount of each Series of Notes validly tendered and not validly withdrawn as of the Early Tender Deadline. * Admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin ('Euronext Dublin'). All documentation relating to the Offers, including the Offer to Purchase, together with any updates, are available from the Information Agent and the Tender Agent, as set forth below. The Offer to Purchase can also be accessed at the following website: The Offer to Purchase sets forth a complete description of the terms and conditions of the Offers. Holders of the Notes ('Holders') are urged to read the Offer to Purchase carefully before making any decision with respect to the Offers. The Offers will expire at 5:00 P.M., New York City time, on June 17, 2025 (as the same may be extended with respect to any Offer, the 'Expiration Date'). The applicable Total Consideration for each $1,000 in principal amount of the Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid price of the applicable Reference Security, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers (as defined below) at 9:00 A.M., New York City time, on June 3, 2025. In addition to the applicable Total Consideration, accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Offers (the 'Accrued Interest'). The Total Consideration, plus Accrued Interest, for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be paid by us in same-day funds on the Early Settlement Date. Our obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer, up to the Maximum Tender Cap, is conditioned on the satisfaction or waiver by us of a number of conditions set forth in the Offer to Purchase, in each case unless waived by us as provided in the Offer to Purchase. The amounts of each Series of Notes that are accepted for purchase in each Offer will be determined in accordance with the priorities identified in the column 'Acceptance Priority Level' in the table above (each, an 'Acceptance Priority Level' and, collectively, the 'Acceptance Priority Levels'). Subject to the Maximum Tender Cap, all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will be accepted for purchase before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level are accepted for purchase pursuant to the Offers, and all Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted for purchase pursuant to the Offers. However, any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will, subject to the Maximum Tender Cap, be accepted for purchase in priority to Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date even if the Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. Notes of the Series in each Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Offers may be subject to proration such that we will only accept for purchase Notes with an aggregate purchase price up to the Maximum Tender Cap. We expressly continue to reserve the right, in our sole discretion, to further amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to further amend or eliminate the Maximum Tender Cap, at any time at or prior to the Expiration Date. Deutsche Bank Securities Inc. and Lloyds Securities Inc. are serving as the Lead Dealer Managers, and Huntington Securities, Inc., ING Financial Markets LLC, KeyBanc Capital Markets Inc. and NatWest Markets Securities Inc. are serving as Co-Dealer Managers, in connection with the Offers (collectively, the 'Dealer Managers'). Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities Inc. by calling toll free at 866-627-0391 or to Lloyds Securities Inc. by calling collect at +1 212-827-3145 Global Bondholder Services Corporation has been appointed as information agent (the 'Information Agent') and tender agent (the 'Tender Agent') in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase, may be directed to Global Bondholder Services Corporation by calling collect at 212-430-3774 (for banks and brokers) or toll free at 855-654-2014 (for all others) or via e-mail at contact@ You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Offer to Purchase can also be accessed at the following website: None of Avolon Holdings Funding, the Company, the Dealer Managers, Global Bondholder Services Corporation, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. This announcement is released by the Offeror and may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'), encompassing information relating to the Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by the directors of the Offeror. About Avolon Avolon is a leading global aviation finance company connecting capital with customers to drive the transformation of aviation and the economic and social benefits of global travel. We pride ourselves on our deep customer relationships, our collaborative team approach, and our fast execution. We invest with a long-term perspective, diversifying risk and managing capital efficiently to maintain our strong balance sheet. Working with 141 airlines in 60 countries, Avolon has an owned, managed, and committed fleet of 1,096 aircraft, as of 31 March 2025. Note Regarding Forward-Looking Statements This document includes forward-looking statements, beliefs or opinions, including statements with respect to Avolon's business, financial condition, results of operations and plans. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on our management's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as 'believe,' 'expects,' 'may,' 'will,' 'could,' 'should,' 'shall,' 'risk,' 'intends,' 'estimates,' 'aims,' 'plans,' 'predicts,' 'continues,' 'assumes,' 'positioned' or 'anticipates' or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. No assurance can be given that such future results will be achieved. Avolon does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.
Business Wire
7 days ago
- Business
- Business Wire
bluebird bio Reminds Stockholders to Act Now to Tender Shares for Acquisition by Carlyle and SK Capital
SOMERVILLE, Mass.--(BUSINESS WIRE)--bluebird bio, Inc. (NASDAQ: BLUE) ('bluebird' or 'the Company') today reminds all stockholders to promptly tender their shares into the tender offer by Carlyle and SK Capital to purchase all outstanding shares of bluebird common stock by 11:59 p.m. Eastern on May 29, 2025. Stockholders that hold shares of bluebird through a broker or other nominee may be subject to a processing cutoff that is prior to the tender deadline, so it is important to act now. Additionally, the Company today announced that Ayrmid Ltd. ('Ayrmid') has confirmed it will not submit a binding proposal to acquire bluebird following bluebird's amended agreement with Carlyle and SK Capital. The bluebird Board of Directors (the 'Board') reaffirms its recommendation in support of the transaction with Carlyle and SK Capital and recommends all stockholders tender or retender into the current agreement. Every share tendered by stockholders is important and it is important to tender now. The Board continues to believe that the transaction with Carlyle and SK Capital, as amended, represents the only viable option for stockholders to receive consideration for their shares. Absent a majority of stockholders tendering, bluebird is at significant risk of defaulting on its loan agreements with Hercules Capital. It is extremely unlikely that stockholders would receive any consideration for their shares in a bankruptcy or liquidation. Details on Amended Agreement with Carlyle and SK Capital Under the terms of the amended agreement, bluebird stockholders can elect to receive either (x) the original offer of $3.00 per share in cash plus a contingent value right ('CVR') of $6.84 per share in cash payable upon achievement of a net sales milestone or (y) $5.00 per share in cash. Any shares tendered for which no election is made will receive the original consideration of $3.00 per share in cash plus a CVR per share. As previously announced on May 5, 2025, Carlyle and SK Capital have received all required regulatory approvals to complete the transaction, and all parties expect the transaction to be consummated promptly following the successful completion of the ongoing tender offer, which expires one minute after 11:59 p.m. New York City time on May 29, 2025. Instructions for Stockholders Stockholders that have previously tendered their shares into the original agreement must re-tender their shares and complete and sign the letter of election and transmittal attached to the Offer to Purchase. Detailed instructions are available in the Offer to Purchase. Shares tendered prior to the amended agreement will not be valid unless they are re-tendered with an election. If stockholders that previously tendered do not take action, it will have the same effect as withdrawing previously tendered shares from the offer. Stockholders that hold shares of bluebird through a broker or other nominee may be subject to a processing cutoff that is prior to the tender deadline, so it is important to act now. Stockholders who need assistance with tendering their shares of bluebird may contact the Information Agent, Innisfree M&A Incorporated, by calling toll-free at (877) 825-8793. About bluebird bio, Inc. Founded in 2010, bluebird has been setting the standard for gene therapy for more than a decade—first as a scientific pioneer and now as a commercial leader. bluebird has an unrivaled track record in bringing the promise of gene therapy out of clinical studies and into the real-world setting, having secured FDA approvals for three therapies in under two years. Today, we are proving and scaling the commercial model for gene therapy and delivering innovative solutions for access to patients, providers, and payers. With a dedicated focus on severe genetic diseases, bluebird has the largest and deepest ex-vivo gene therapy data set in the field, with industry-leading programs for sickle cell disease, ß-thalassemia, and cerebral adrenoleukodystrophy. We custom design each of our therapies to address the underlying cause of disease and have developed in-depth and effective analytical methods to understand the safety of our lentiviral vector technologies and drive the field of gene therapy forward. bluebird continues to forge new paths as a standalone commercial gene therapy company, combining our real-world experience with a deep commitment to patient communities and a people-centric culture that attracts and grows a diverse flock of dedicated birds. Additional Information and Where to Find It This communication is not an offer to buy nor a solicitation of an offer to sell any securities of bluebird. The solicitation and the offer to buy shares of bluebird's common stock is being made pursuant to a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials, that were filed by Beacon Parent Holdings, L.P. ('Parent') and Beacon Merger Sub, Inc. ('Merger Sub') with the SEC on March 7, 2025, as amended. In addition, bluebird has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC on March 7, 2025, as amended. The tender offer materials and the Solicitation/Recommendation statement, as they may be amended from time to time, contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. Investors may obtain a free copy of these materials and other documents filed by Parent, Merger Sub and bluebird with the SEC at the website maintained by the SEC at Investors may also obtain, at no charge, copies of these materials and other documents by calling Innisfree M&A Incorporated, the information agent for the Offer, toll-free at (877) 825-8793 for stockholders or by calling collect at (212) 750-5833 for banks or brokers. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 OF BLUEBIRD AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Yahoo
29-05-2025
- 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
Yahoo
23-05-2025
- Business
- Yahoo
HIDROVIAS INTERNATIONAL FINANCE S.À R.L. ANNOUNCES THE EARLY TENDER RESULTS FOR ITS OFFER FOR ANY AND ALL OF ITS OUTSTANDING 4.950% NOTES DUE 2031 AND RELATED CONSENT SOLICITATION
SíO PAULO, May 22, 2025 /PRNewswire/ -- Hidrovias International Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg, having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B221114 (the "Company" or "we"), a wholly-owned subsidiary of Hidrovias do Brasil S.A. ("Hidrovias"), announced today the early tender results for its offer to purchase for cash (the "Tender Offer") any and all of its outstanding 4.950% Notes due 2031 (ISIN: US42953LAB80/ USL48008AB91 and CUSIP: 42953L AB8/L48008 AB9) (the "Notes"). Capitalized terms used in this announcement but not defined herein shall have the meanings given to such terms in the Offer to Purchase (as defined below). The Company announced today that at 5:00 p.m. New York City time on May 22, 2025 (which was the Early Tender Date), it had received valid tenders from Holders of the Notes of U.S.$178,591,000 in principal amount of the Notes, which represents 64.20% of the outstanding Notes (excluding Notes held by the Company or its affiliates). Withdrawal rights for the Tender Offer have expired. Upon the acceptance of such valid tenders by the Company for payment on the Settlement Date (which is now expected to be on June 17, 2025 to align with the timing of the Financing Transaction in Brazil), U.S.$178,591,000 in aggregate principal amount of the Notes will be purchased by the Company and cancelled on the Settlement Date. In addition, because the Company received the Requisite Consents as of the Early Tender Date, the Company expects, on or about the date of this announcement, to execute and deliver a Supplemental Indenture providing for the Proposed Amendments. As described in the Offer to Purchase, the Proposed Amendments will become operative only upon payment of the applicable consideration for such delivered consents, except that the Liability Management Proposed Amendment will become operative immediately upon execution of the Supplemental Indenture. The Tender Offer and related Consent Solicitation will expire at 5:00 p.m., New York City time, on June 9, 2025, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the "Expiration Date"). Except as may be required by applicable law, Notes tendered after the Early Tender Date and prior to the Expiration Date may not be withdrawn and the related consents delivered may not be revoked. The Company has amended the Tender Offer so that Holders of the Notes that are validly tendered after the Early Tender Date and prior to or at the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Payment, plus any Accrued Interest, on the Settlement Date. Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. No assurances can be given that the Financing Transaction will be completed. Subject to applicable law, we reserve the right: (1) to waive any and all conditions to the Tender Offer or Consent Solicitation; (2) to extend the Tender Offer or Consent Solicitation; and (3) to terminate or to otherwise amend the Tender Offer or Consent Solicitation in any respect. The terms and conditions of the Tender Offer and Consent Solicitation, including the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated May 9, 2025, (as it may be amended or supplemented, the "Offer to Purchase"). Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent in New York at toll +1 (212) 269-5550 or toll free +1 (800) 791-3320 or email at hbsa@ We have retained Itau BBA USA Securities, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. to each act as Dealer Managers and Solicitation Agents in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), to J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect) and to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect). Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Financing Transaction is not and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and any securities issued in connection with the Financing Transaction will not be offered or sold in the United States or to U.S. citizens without an applicable exemption from registration requirements of the Securities Act. The Financing Transaction will constitute a public offering in Brazil automatically registered upon filing with the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários), pursuant to CVM Resolution No. 160, dated July 13, 2022, as amended. Except as set forth herein with respect to the extended payment of the Total Consideration for Notes validly tendered and accepted for purchase after the Early Tender Date and to indicate the expected Settlement Date, the terms and conditions of the Tender Offer and Consent Solicitation remain the same as set forth and described in the Offer to Purchase. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer and Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made by us, the Dealer Managers or the Solicitation Agents as to whether Holders should tender their Notes or deliver consents. Holders should carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation. Forward-Looking Statements Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Tender Offer, the Consent Solicitation, the Financing Transaction including the timing thereof, the Proposed Amendments and the execution of the supplemental indenture. These statements are based on certain assumptions made by the Company based on the experience of the management of Hidrovias and their perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and Hidrovias, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made and neither the Company nor Hidrovias shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Hidrovias do Brasil RelationsAv. Brigadeiro Luís Antônio, 1343, 7th FloorBela VistaSão Paulo, SP, Brazil Tel: +55 (11) 3905-6000E-mail: ri@ View original content: SOURCE Hidrovias International Finance S.à r.l. Error 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
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. 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