TORONTO–(BUSINESS WIRE)–Sherritt International Corporation (“Sherritt” or the “group“) (TSX:S) reminds holders (the “bondholders’) of the Company’s outstanding shares (i) 8.50% senior second secured notes due 2026 (the “Saved Notes’) and (ii) PIK 10.75% Unsecured Warrant Bonds due 2029 (the ‘Junior Notes‘ and together with the Secured Notes, the ‘Remarks’) of the amended original expiration date of November 30, 2022 (the ‘Initial Expiration Date‘) for the Company’s previously announced modified Dutch Auction in respect of the Secured Notes (the ‘Secured banknotes Dutch auction’) and fixed-price takeover offer in relation to the Junior Notes (the ‘Takeover offer at a fixed price for Junior Notes‘ and together with the Secured Notes Dutch Auction the ‘Offers” or the “transaction’) for an aggregate cash payment of up to $50 million (the ‘Maximum Consideration Amount’), excluding accrued and unpaid interest on the Secured Notes purchased. The initial expiration date and additional related information relating to the Offerings were previously disclosed by the Company in its news releases dated November 2, 2022 and November 14, 2022 (the “press releases“).
As further described in Sherritt’s Tender Offer dated November 2, 2022, as amended by Amendment and Extension Notice dated November 14, 2022 (collectively, the “purchase offer‘) and the press releases, unless the Offers are confirmed by Sherritt by 5:00 p.m. (Toronto time) on December 8, 2022 (the “Extended expiry date’) as these dates and times may be extended or terminated earlier by Sherritt. Noteholders who validly offer their Notes and do not withdraw prior to 5:00 p.m. (Toronto time) on the initial Expiration Date, as such date and time may be extended or terminated earlier by Sherritt, and whose Notes will be purchased by Sherritt pursuant to the applicable offering , entitled to an additional cash payment of $30 per $1,000 of the principal amount of the Notes purchased (the “Amount of the initial participation fee) for the purchase of such Notes, payable on the applicable Settlement Date (as described in the Tender Offer). Noteholders should examine the Tender Offer in detail for further information.
Pursuant to the Transaction, Sherritt will purchase all Junior Notes validly tendered pursuant to the Fixed Price Junior Notes Repurchase Offer and not received prior to 5:00 p.m. (Toronto time) on the Initial Expiration Date (the “Initial purchase of Junior Notes‘), subject to the conditions set forth in the Tender Offer, and will then have the opportunity to purchase validly tendered and undrawn Secured Notes pursuant to the Dutch Secured Notes Auction prior to 5:00 p.m. (Toronto time) on the initial Expiry Date (the “Initial Call Option for Maturity Pledged Notes”), subject, inter alia, to (i) the Maximum Consideration Amount (taking into account the initial purchase of Junior Notes) and (ii) the conditions set out in the Tender Offer. The settlement date for all Notes purchased by Sherritt pursuant to the Initial Purchase of Junior Notes and/or the First Maturity Secured Notes Purchase Option is the date three Business Days after the First Maturity Date. Junior Notes validly tendered and not redeemed before 5:00 pm (Toronto time) on the Initial Expiration Date will have priority for acceptance over Secured Notes validly tendered and not redeemed prior to the Initial Expiration Date.
If Sherritt exercises the option to purchase the Initial Expiration Secured Notes, the offerings will not be extended beyond the Initial Expiration Date to the Extended Expiration Date. If Sherritt does not exercise the option to purchase the Initial Maturity Secured Notes, Sherritt may extend the Offerings beyond the Initial Maturity Date to the Extended Maturity Date, which may be further extended or terminated earlier by Sherritt as described in the Tender Offer.
Noteholders who do not validly tender their Notes prior to the Initial Expiration Date will not be entitled to receive the Initial Participation Consideration Amount and will have no further opportunity to tender their Notes if Sherritt exercises the Call Option on First Maturity Secured Notes and does not extend the offerings beyond the original Maturity Date out.
The offers are subject to the terms and conditions described in the purchase offer. The above dates and times may be subject to Sherritt’s right to renew, relaunch, amend and/or terminate the Offers subject to applicable law. Noteholders should be aware that their broker, dealer, commercial bank, trust company or other intermediary (each, an “Intermediary”) will set their own earlier deadlines for participating in or withdrawing from the Offerings. Noteholders are encouraged to contact their intermediary directly to confirm such internal deadlines.
Additional information regarding the initial expiry date and the offers is set forth in detail in the press releases and the Tender Offer.
National Bank Financial Markets ([email protected] or (416) 869-8635) acts as Dealer Manager, Kingsdale Advisors ([email protected] or 1-800-749-9197) acts as Depositary and Information Agent, and Goodmans LLP is acting as legal counsel to Sherritt in connection with the transaction. A copy of the Tender Offer may be obtained from National Bank Financial Markets or Kingsdale Advisors using the contact information above.
The offers are being made solely by and pursuant to the terms of the offer to purchase and the information in this press release is qualified by reference to the offer to purchase. None of Sherritt, National Bank Financial Markets or Kingsdale Advisors makes any recommendation as to whether holders should offer or withhold their Notes pursuant to the Offers. Sherritt, in its sole discretion and subject to applicable law, may modify, add to, or terminate any offer.
This press release does not constitute a redemption notice under the redemption provisions of the Notes, nor does it form part of any offer or solicitation to buy or sell, or the solicitation of an offer to buy or sell, the Notes or any other securities in any other country, nor may they or any part thereof, or the fact of their release, forms the basis of, relies on, or is connected with any contract relating thereto.
Headquartered in Toronto, Sherritt is a global leader in the use of hydrometallurgical processes to mine and refine nickel and cobalt – metals essential to an electric future. Its Technologies Group develops innovative, proprietary solutions for natural resource-based industries around the world to improve environmental performance and increase economic value. Sherritt has embarked on a multi-pronged growth strategy focused on expanding nickel and cobalt production by up to 20% from 2021 and extending the mine life at Moa beyond 2040. The company is also the largest independent energy producer in Cuba. Sherritt’s common stock is listed on the Toronto Stock Exchange under the symbol “S”.
Certain statements and other information in this press release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws (such statements are often abbreviated by words such as “anticipate,” “forecast,” “expect” , “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). All statements in this press release, other than those relating to historical information, are forward-looking statements including, without limitation, the principal amount of Secured Notes and/or Junior Notes to be purchased pursuant to the Offerings; the periods, determination dates and settlement dates specified herein in relation to the Offers; and the payment of accrued and unpaid interest. Forward-looking statements in this press release are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. The principal risks and uncertainties are set out in the Company’s Tender Offer and reports filed with Canadian securities regulators, including but not limited to the “Risk Factors” section of the Company’s Annual Information Form dated March 24, 2022 for the year ended December 31, 2021 and the “Risk Management” sections of the Company’s Management’s Discussion and Analysis for the three and nine months ended September 30, 2022, all of which are available on SEDAR at www.sedar.com. Therefore, undue reliance should not be placed on forward-looking information.
The forward-looking information and statements contained in this press release are made as of the date of this release and the Company undertakes no obligation to publicly update or revise any oral or written forward-looking information or statements, whether as a result of new information or future events or otherwise, except as may be made by applicable securities laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.