TIDM74ZI
RNS Number : 1319Z
Cemex Finance Europe B.V.
12 March 2012
Media Relations Investor Relations Analyst Relations
Jorge Perez Eduardo Rendon Luis Garza
+52 (81) 8888 4334 +52 (81) 8888 4256 +52 (81) 8888 4136
mr@cemex.com ir@cemex.com ir@cemex.com
CEMEX ANNOUNCES EXTENSION OF EARLY TENDER PERIOD AND WITHDRAWAL
DEADLINE IN EXCHANGE OFFERS FOR ITS 2014 EUROBONDS AND PERPETUAL
SECURITIES
MONTERREY, MEXICO. March 11, 2012 - CEMEX, S.A.B. de C.V. (NYSE:
CX) ("CEMEX") announced today the extension of the early tender
date for its five separate exchange offers (the "Exchange Offers")
being made on a private placement basis to exchange currently
outstanding Euro-denominated 4.75% Notes due 2014 (the "Eurobonds")
and outstanding series of Perpetual Debentures for new senior
secured notes to be denominated in Dollars or in Euros, as
described below, until 11:59 p.m., New York City time, on March 23,
2012 (the "Revised Early Tender Date"), which coincides with the
scheduled expiration for the Exchange Offers. CEMEX also announced
today the extension of the withdrawal deadline for the Exchange
Offers until 5:00 p.m., New York City time, on March 12, 2012 (the
"Revised Withdrawal Deadline").
Results as of 5:00 p.m., New York City Time, on
March 9, 2012
--------------------------------------------------------------------------
Approximate Percentage
of Outstanding
Amounts, by Series
Approximate (excluding those
Aggregate Principal owned by CEMEX,
Security Tendered Amount Tendered if any)
-------------------------- --------------------- -----------------------
Eurobonds EUR472,200,000 53%
-------------------------- --------------------- -----------------------
C5 6.196% Perpetual
Debentures U.S.$37,500,000 34%
-------------------------- --------------------- -----------------------
C8 6.640% Perpetual
Debentures U.S.$147,200,000 51%
-------------------------- --------------------- -----------------------
C10 6.722% Perpetual
Debentures U.S.$157,100,000 45%
-------------------------- --------------------- -----------------------
C10-EUR 6.277% Perpetual
Debentures EUR76,400,000 52%
-------------------------- --------------------- -----------------------
The amount of Dollar-denominated new secured notes to be
received by holders of Eurobonds and by holders of 6.277%
Fixed-to-Floating Rate Callable Perpetual Debentures who elected to
receive such notes will be calculated at an exchange rate of
U.S.$1.3191 per Euro, as described below.
The Revised Early Tender Date will coincide with the scheduled
expiration of the Exchange Offers at 11:59 p.m., New York City
time, on March 23, 2012, unless extended or earlier terminated
(which CEMEX may do in its absolute discretion).
The Exchange Offers were launched on February 27, 2012, and all
other terms of the Exchange Offers, as set forth in the offering
memoranda dated February 27, 2012, remain unchanged from the terms
announced at launch. The issuer of the new senior secured notes is
CEMEX Espana, S.A., acting through its Luxembourg branch (the
"Issuer"). The Issuer is offering to exchange:
1. 9.875% Euro-denominated Senior Secured Notes due 2019 (the
"Euro Notes") issued by the Issuer and guaranteed by CEMEX and its
subsidiaries, CEMEX Mexico, S.A. de C.V. ("CEMEX Mexico") and New
Sunward Holding B.V. ("New Sunward," and together with CEMEX and
CEMEX Mexico, the "Guarantors") or, at the option of the holder,
9.875% U.S. Dollar-denominated Senior Secured Notes due 2019 (the
"Dollar Notes," and together with the Euro Notes, the "New Notes")
issued by the Issuer and guaranteed by the Guarantors, for any and
all of the currently outstanding Eurobonds issued by CEMEX Finance
Europe, B.V. and guaranteed by CEMEX Espana, S.A., at EUR950 per
EUR1,000 principal amount tendered;
2. Dollar Notes for any and all of the U.S. Dollar-denominated
6.196% Fixed-to-Floating Rate Callable Perpetual Debentures issued
by C5 Capital (SPV) Limited, at U.S.$600 per U.S.$1,000 principal
amount tendered;
3. Dollar Notes for any and all of the U.S. Dollar-denominated
6.640% Fixed-to-Floating Rate Callable Perpetual Debentures issued
by C8 Capital (SPV) Limited, at U.S.$700 per U.S.$1,000 principal
amount tendered;
4. Dollar Notes for any and all of the U.S. Dollar-denominated
6.722% Fixed-to-Floating Rate Callable Perpetual Debentures issued
by C10 Capital (SPV) Limited, at U.S.$725 per U.S.$1,000 principal
amount tendered; and
5. Euro Notes or, at the option of the holder, Dollar Notes for
any and all of the Euro-denominated 6.277% Fixed-to-Floating Rate
Callable Perpetual Debentures issued by C10-EUR Capital (SPV)
Limited, at EUR615 per EUR1,000 principal amount tendered.
Eligible holders of the Eurobonds who properly tender their
Eurobonds by the Revised Early Tender Date and do not validly
withdraw their Eurobonds by the Revised Withdrawal Deadline will
receive an early participation fee of EUR50 per EUR1,000 of
principal amount tendered. Eligible holders of the Perpetual
Debentures who properly tender their Perpetual Debentures by the
Revised Early Tender Date and do not validly withdraw their
Perpetual Debentures by the Revised Withdrawal Deadline will
receive an early participation fee of U.S.$30 per U.S.$1,000 of
principal amount tendered for the U.S. Dollar-denominated Perpetual
Debentures, and EUR30 per EUR1,000 of principal amount tendered for
the Euro-denominated Perpetual Debentures. The early participation
fee will be paid in the form of additional principal amount of New
Notes in denominations of EUR1,000 principal amount of Euro Notes
or U.S.$1,000 principal amount of Dollar Notes, as applicable, with
the total amount of consideration rounded down to the nearest
EUR1,000 or U.S.$1,000, as the case may be. Eligible holders that
properly tender their securities will not be able to validly
withdraw them after the Revised Withdrawal Deadline.
As of 5:00 p.m., New York City time, on March 9, 2012, the
following approximate amounts had been properly tendered and not
withdrawn, by series:
(1) EUR472,200,000 in aggregate principal amount (or 53%) of
outstanding Eurobonds (excluding those owned by CEMEX, if any).
(2) U.S.$37,500,000 in aggregate principal amount (or 34%) of
outstanding U.S. Dollar-denominated 6.196% Fixed-to-Floating Rate
Callable Perpetual Debentures (excluding those owned by CEMEX, if
any).
(3) U.S.$147,200,000 in aggregate principal amount (or 51%) of
outstanding U.S. Dollar-denominated 6.640% Fixed-to-Floating Rate
Callable Perpetual Debentures (excluding those owned by CEMEX, if
any).
(4) U.S.$157,100,000 in aggregate principal amount (or 45%) of
outstanding U.S. Dollar-denominated 6.722% Fixed-to-Floating Rate
Callable Perpetual Debentures (excluding those owned by CEMEX, if
any).
(5) EUR76,400,000 million in aggregate principal amount (or 52%)
of outstanding Euro-denominated 6.277% Fixed-to-Floating Rate
Callable Perpetual Debentures (excluding those owned by CEMEX, if
any).
In the event holders of Eurobonds and holders of 6.277%
Fixed-to-Floating Rate Callable Perpetual Debentures elect to
receive Dollar Notes, the amount of Dollar Note consideration to be
received by such holders will be calculated by multiplying the
applicable Euro consideration by 1.3191, which represents the
Euro-Dollar exchange rate published by the European Central Bank on
March 9, 2012. This exchange rate shall remain fixed for the
duration of the Exchange Offers.
The Exchange Offers are being made under Section 4(2) of the
Securities Act of 1933, as amended (the
"Securities Act"), within the United States only to "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act), and outside the United States to persons that are not "U.S.
persons," as such term is defined in Rule 902(k) of Regulation S
under the Securities Act and who would be participating in any
transaction in accordance with Regulation S. The New Notes to be
offered have not been registered under the Securities Act and may
not be offered or sold in the United States absent an applicable
exemption from registration requirements. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy Eurobonds, Perpetual Debentures or New Notes in any
jurisdiction in which such an offer or sale would be unlawful.
The information contained in this announcement does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only at
(i) investment professionals who have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "Relevant Persons"). The information
contained in this announcement must not be acted on or relied on in
the United Kingdom by persons who are not Relevant Persons. In the
United Kingdom, the New Notes are only available to, and any
investment or investment activity to which this announcement
relates is available only to Relevant Persons, and will be engaged
in only with such persons. Any person who is not a Relevant Person
should not act or rely on the information contained in this
announcement.
The New Notes will not be registered with the National
Securities Registry, maintained by the Mexican National Banking and
Securities Commission, and may not be offered or sold publicly in
Mexico. The New Notes may be offered in Mexico to qualified and
institutional investors, pursuant to the private placement
provisions set forth in Article 8 of the Mexican Securities Market
Law.
###
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties,
and assumptions. No assurance can be given that the offerings
described herein will be consummated or as to the terms of any such
offering. CEMEX assumes no obligation to update or correct the
information contained in this press release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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