NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
ENDEAVOUR ANNOUNCES PRICING OF US$500 MILLION
5-YEAR SENIOR NOTES
London, 7 October 2021 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the “Company”, together with its subsidiaries, the “Group”) is pleased to announce the pricing of its offering of US$500 million fixed rate senior notes due 2026 (the “Notes”) as part of its refinancing strategy.
The Company will pay interest on the Notes semi-annually at a rate equal to 5.00% per annum. The Notes will settle on or around 14 October 2021, subject to customary conditions, and the Notes will mature on 14 October 2026.
The proceeds of the Notes, together with cash available on the Group’s balance sheet, will be used: (i) to repay all amounts outstanding under the Group’s US$370 million bridge term loan facility, which was used to retire higher cost debt facilities acquired upon the acquisition of Teranga Gold Corporation (the “Bridge Facility”), (ii) to repay the US$130 million drawn under the Group’s existing revolving credit facility (the “Existing RCF”), and (iii) to pay fees and expenses in connection with the offering of the Notes.
As part of its Group refinancing strategy, the Company recently entered into a US$500 million unsecured revolving credit facility (the “New RCF”). The New RCF has a four-year tenor, with an interest rate ranging between 2.40 – 3.40% plus LIBOR (or SOFR) depending on leverage. The undrawn portion has a commitment fee of 35% of the applicable margin (0.84% based on currently applicable margin). The New RCF will replace the Bridge Facility and the Existing RCF, which will be cancelled upon settlement of the Notes offering. Effectiveness of the New RCF is conditioned upon the closing of the Notes offering.
The New RCF and the Notes will extend the maturities of the Company’s existing debt structure to 2025 and 2026 respectively, providing increased financial flexibility.
ABOUT ENDEAVOUR MINING PLC
Endeavour is one of the world’s senior gold producers and the largest in West Africa, with operating assets across Senegal, Cote 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 listed on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.
For more information, please visit www.endeavourmining.com.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release.
This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or the guarantees thereof (the “Guarantees”), nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Notes and the Guarantees have not been and will not be registered under the U.S. 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 Notes or the Guarantees to permit a public offering of securities. There is no assurance that any Notes offering will be completed or, if completed, as to the terms on which it is completed.
The Notes and the Guarantees 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 Directive 2014/65/EU (as amended, “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. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or the Guarantees or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or the Guarantees or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Notes and the Guarantees 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) 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FMSA”), and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA. Consequently, no key information document is required by Regulation (EU) 1286/2914 as it forms part of domestic law in the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to UK retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any UK 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). No EU PRIIPs key information document (“KID”) has been prepared as not available to retail in the EEA.
UK MiFIR professionals / ECPs-only / No UK PRIIPs KID – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (“KID”) has been prepared as not available to retail in the UK.
This announcement is being distributed to, and is directed at, only persons who (i) are outside the UK; (ii) are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as it forms part of retained EU law in the UK as defined in the EUWA (iii) have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (iv) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) are persons to whom this communication may otherwise be lawfully 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.
In any EEA Member State this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.
The 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 Notes in Canada will be made on a basis which is exempt from the prospectus requirements of Canadian securities laws and the 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.
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 Group’s intentions with regards to any offering of the Notes and the Guarantees. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “will”, “can”, “could”, “would” 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 statement. 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 Group’s most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour 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.
Brunswick Group LLP in London
Vincic Advisors in Toronto