ALROSA announces new Eurobond issue

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Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (except to qualified institutional buyers, as defined in Rule 144A under the US Securities Act of 1933 (the “Securities Act”) that are also qualified purchasers as defined in section 2(a)(51) of the US Investment Company Act of 1940), Australia, Canada, Japan or any other jurisdiction where to do so would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction.

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ALROSA (MOEX: ALRS) announces pricing of U.S.$500 million notes issue and tender offer results

Moscow, 3 April 2019 – ALROSA, the world’s leader in diamond mining, announces that it priced a U.S.$500 million notes issuance with maturity in April 2024 and the coupon rate of 4.65% per annum. The notes will be issued by ALROSA Finance S.A. The bid book exceeded U.S.$2.5 billion at pick levels, investors from the UK bought 29% of the issuance, from continental Europe – 19%, from Russia – 18%, from the US – 17%, from Switzerland – 11% and 6% of the issuance – from the RoW. The closing and settlement are expected to be completed on or about 9 April 2019.

PJSC “ALROSA” intends to use the net proceeds of the issue to refinance existing indebtedness, including the financing of purchases of U.S.$400 million notes listed below to complete the Tender Offer.

 

Tender Offer Results

On 22 March 2019, ALROSA Finance S.A. (the "Offeror") launched an invitation to holders of the U.S.$1,000 million 7.750% guaranteed notes due 2020 (the “Notes”) issued by the Offeror and unconditionally and irrevocably guaranteed by PJSC “ALROSA” to tender their Notes for purchase by the Offeror for cash for an aggregate principal amount of up to U.S.$400 million (the “Offer”). The Offer expired on 1 April 2019.

 

The Offeror accepted for purchase an aggregate principal amount of the Notes equal to U.S.$400 million (the “Final Acceptance Amount”), which is equal to the Maximum Acceptance Amount announced on 22 March 2019. The aggregate principal amount of the Notes validly tendered and not validly withdrawn exceeded the Final Acceptance Amount. The Scaling Factor is 68.82% and will be applied to all Notes accepted for purchase in the manner described in the Tender Offer Memorandum. The Offeror (acting jointly with PJSC “ALROSA”) hereby confirms that the Transaction Conditions, including the Financing Condition, are expected to be satisfied prior to the Offer Settlement Date. Subject to the satisfaction of the Financing Condition, the Offer Settlement Date will be 16 April 2019.

 

The Notes acquired in the Tender Offer will be cancelled. Notes that have not been successfully tendered for purchase and accepted by the Company pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.

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The securities to which this announcement relates have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, us persons (as such term is defined in Regulation S under the Securities Act), except pursuant to registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

This announcement does not constitute or form part of an offer or invitation to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities, in the United States or any other jurisdiction nor shall it (or any part of this announcement) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment or investment decision whatsoever. The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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This page was last updated on 3 April 2019 at 16.55