Sirius Minerals holders put $100.2 million of 8.5% convertible bonds

By Sarah Lizee

Olympia, Wash., June 4 – Sirius Minerals Finance Ltd. said holders of $100.2 million of its $137.6 million 8.5% guaranteed convertible bonds due 2023 (ISIN: XS1515223516) submitted put exercise notices exercising their right to redeem their bonds at par plus accrued interest on June 18.

The bonds are guaranteed by and convertible into ordinary shares of Anglo American Woodsmith Ltd., formerly known as Sirius Minerals plc.

Following the put date, less than 15% of the bonds will remain outstanding. The issuer has the right to redeem all of the remaining bonds at par plus accrued interest up to the redemption date. The issuer said it currently intends to exercise that right.

As previously reported, the put right was a result of a change of control notice issued by the company on March 30 in connection with Anglo American’s takeover of the company.

As a result of the change of control, bondholders had the right to require the issuer to redeem their bonds on the June put date at the accreted principal amount of $211,134.83, plus accrued interest of $694.44 per $200,000 bond.

To exercise their put rights, holders had to give notice to the paying, transfer and conversion agent by May 29.

The acquisition was carried out through a scheme of arrangement under which Anglo American Projects UK Ltd. became the holder of the entire issued share capital of Sirius.

Under the terms of the acquisition, holders of Sirius shares are entitled to receive the offer price, which is 5.50p in cash for each Sirius share held.

Bondholders could continue to convert their bonds through May 19.

Under the bonds’ terms, the exchange price may be adjusted downwards in some circumstances, including, for a limited 60-day period only, following the occurrence of a change of control.

The exchange price is $0.2443 per Sirius share and the change-of-control exchange price is thus expected to be $0.1995 per Sirius share.

The closing price of the ordinary shares on March 16 was 5.49p.

Any ordinary shares issued upon the exercise of conversion rights after the scheme became effective will be immediately transferred to Anglo American’s wholly owned Bidco subsidiary, and the relevant bondholder will receive 5.50p in cash for each ordinary share transferred. Sirius is a U.K.-based fertilizer company.

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