Uranium One Announces $350 Million Non-Convertible Senior Secured Notes Offering
November 26, 2013 (Source: CNW) — Uranium One Inc. (“Uranium One“) announced today that its 100% owned subsidiary Uranium One Investments Inc. (the “Issuer“) intends to offer for issue and sale, subject to market conditions and applicable law, $350 million aggregate principal amount of non-convertible Senior Secured Notes due 2018 (the “Notes“) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Offering“).
The Notes will be guaranteed by Uranium One and certain of its subsidiaries. The net proceeds of this offering will be made available to its affiliates for the repurchase of existing convertible debentures of Uranium One in connection with an offer to repurchase such debentures recently made by Uranium One, and for general corporate purposes.
The initial purchasers will be Deutsche Bank AG, London Branch, SIB (Cyprus) Limited (a subsidiary of Sberbank), and Société Générale.
The Issuer has applied to list the Notes on the Official List of the Luxembourg Stock Exchange and for admission to trading on the Euro MTF Market.
About Uranium One
Uranium One is one of the world’s largest uranium producers with a globally diversified portfolio of assets located in Kazakhstan, the United States, Australia and Tanzania. JSC Atomredmetzoloto and its affiliates own 100% of the outstanding common shares of Uranium One.
Important Regulatory Notice
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the Notes will be offered only to qualified institutional buyers and to persons outside the United States in reliance on Rule 144A and Regulation S under the Securities Act, respectively. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This announcement is being distributed only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (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 document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
In connection with the Notes offering, one of the initial purchasers will serve as stabilizing manager and over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or persons acting on behalf of the stabilizing manager) will undertake stabilization actions. Any stabilization action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the notes is made and, if begun, may be ended at any time, but must end no later than the earlier of 30 calendar days after the issue date of the notes and 60 calendar days after the date of the allotment of the notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.
Neither the content of Uranium One or its subsidiaries’ websites nor any website accessible by hyperlinks on Uranium One or its subsidiaries’ websites is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than Canada may be restricted by law. Persons into whose possession this announcement 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.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This press release may contain “forward-looking statements” within the meaning of applicable securities laws that are intended to be covered by the safe harbours created by those laws, including statements that use forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “believe”, “continue”, “potential”, or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed Offering, the proposed use of proceeds, the listing of the Notes on the Luxembourg Stock Exchange and the Euro MTF market, and other statements that are not historical facts. While such forward-looking statements are expressed by Uranium One, as stated in this release, in good faith and believed by Uranium One to have a reasonable basis, they are subject to important risks and uncertainties which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Uranium One is not affirming or adopting any statements made by any other person in respect of the proposed repurchase and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed offering. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors’ own risk.
The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. There can be no assurance that the Issuer’s application for the listing of the Notes on the Luxembourg Stock Exchange and the Euro MTF market will be accepted.
SOURCE Uranium One Inc.
/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT/
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