Sirius Minerals change-of-control under 5% convertibles in effect

By Wendy Van Sickle

Columbus, Ohio, March 30 – Sirius Minerals plc gave notice of change of control under its $106.6 million 5% guaranteed convertible bonds due 2027 (ISIN: XS1991118255) issued by Sirius Minerals Finance No. 2 Ltd. in connection with Anglo American’s forthcoming takeover of the company.

As a result of the change of control, bondholders will have 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 must 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 may 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.

If conversion rights have been exercised and/or purchases have been affected for 85% of more of the bonds, the issuer will have the right to redeem the remaining bonds at their accreted principal amount plus accrued interest, according to a previous notice.

Sirius is a U.K.-based fertilizer company.

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