4th Jul 2005 13:06
Peter Hambro Mining PLC04 July 2005 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE RUSSIAN FEDERATION OR JAPAN OR TO US, CANADIAN, AUSTRALIAN, RUSSIAN OR JAPANESE PERSONS FOR IMMEDIATE RELEASE Monday, 4 July 2005 PETER HAMBRO MINING PLC CONVERTIBLE BOND OFFERING Peter Hambro Mining Plc ("Peter Hambro Mining" or the "Company") announces thatthe size of the offering of Convertible Bonds due 2010 (the "Bonds") throughJPMorgan Cazenove, has been increased to US$130 million. In addition, there isan over-allotment option of up to US$10 million. The Bonds will be issued at par by the Company's wholly-owned subsidiary PeterHambro Mining Group Finance Limited (the "Issuer") and will be guaranteed by theCompany. The Bonds will carry a coupon of 7.125% payable semi-annually in arrearand will be convertible into fully paid 1p ordinary shares of the Company. Theconversion price will be 756p, a premium of approximately 22% to Friday'sclosing price of the Company's ordinary shares. If not converted or previouslyredeemed the Bonds will be redeemed at par on or about 11 August 2010. Inrelation to the offering, parties connected with Mr Peter Hambro and Dr PavelMaslovsky, both of whom are directors of the Company, intend to enter into stocklending arrangements with JPMorgan covering a total of 2 million ordinary sharesof 1p each of the Company. The Company intends to use the net proceeds of the offering for the expansion ofthe Pokrovskiy mine, the development of the Pioneer deposit and to fund theexploration and development of a number of other assets within the Group'sportfolio. J.P. Morgan Securities Ltd. ("JPMorgan") is acting as the sole bookrunner of theoffering. JPMorgan Cazenove is a marketing name for the UK investment bankingbusiness of JPMorgan. HVB Corporates & Markets is acting as joint-lead manager. Settlement is expected on or about 11 August 2005. Application will be made forthe Bonds to be admitted to the Official List of the Luxembourg Stock Exchangeand admitted to trading on the Luxembourg Stock Exchange's EuroMTF Market.Issuance of the bonds is conditional inter alia upon admission becomingeffective. For further information: Jay Hambro Peter Hambro Mining T: +44 207 201 8900Alya Samokhvalova Peter Hambro Mining Tom Randell Merlin T: +44 207 653 6620 Ian Hannam JPMorgan Cazenove T: +44 207 325 1000Robert Stafler JPMorgan Cazenove ANY INVESTMENT DECISION IN RESPECT OF THE SECURITIES SHOULD BE BASED ON THEOFFERING CIRCULAR TO BE PUBLISHED IN DUE COURSE. MEMBERS OF THE GENERAL PUBLICARE NOT ELIGIBLE TO TAKE PART IN THE SECURITIES OFFERING. THE SECURITIES ARE NOTAND WILL NOT BE OFFERED OTHER THAN TO PERSONS WHO TRADE OR INVEST IN SECURITIESIN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIESINTERMEDIARIES (INCLUDING DEALERS AND BROKERS), INSURANCE COMPANIES, PENSIONFUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH AS ANANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES). IN THE UNITED KINGDOM, THEPROMOTION OF THIS OFFERING IS RESTRICTED BY SECTION 21 OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 ("FSMA"). THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES ANINVITATION OR INDUCEMENT TO PARTICIPATE IN THE SECURITIES OFFERING, IS DIRECTEDEXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATINGTO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 ) ("THEORDER") OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NETWORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C) OTHERPERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF FSMA(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THISANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TOPARTICIPATE IN THE OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISCOMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF ANYSECURITIES FOR SALE. STABILISATION / FSAJPMORGAN IS ACTING FOR THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE OFFEROF THE SECURITIES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDINGTHE PROTECTIONS AFFORDED TO ITS CLIENTS, OR FOR PROVIDING ADVICE IN RELATION TOTHE PROPOSED OFFER.NEITHER THE SECURITIES NOR THE GUARANTEE OF THE BONDS NOR THE SHARES DELIVERABLEON CONVERSION OF THE BONDS HAVE BEEN, NOR WILL THEY BE, REGISTERED UNDER THE USSECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BEOFFERED OR SOLD WITHIN THE UNITED STATES OR TO US PERSONS (AS DEFINED INREGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TOAN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE USSECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITEDSTATES. THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALEIN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NORANY COPY OF IT IS FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES OR TO ANY US PERSON (AS DEFINED IN REGULATION S) OR INTO CANADA,AUSTRALIA, THE RUSSIAN FEDERATION OR JAPAN. ANY FAILURE TO COMPLY WITH THISRESTRICTION MAY CONSTITUTE A VIOLATION OF US, CANADIAN, AUSTRALIAN, RUSSIAN ORJAPANESE SECURITIES LAWS. REGULATION S RESTRICTIONS APPLY, NO OFFER IS BEING MADE IN OR INTO THE US OR TOOR FOR THE BENEFIT OF US PERSONS (as defined in REGULATION S). - END - This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
POG.L