Cemex SAB de CV : CEMEX Announces Acceptance Level in Excess of 90% under Its Ongoing Debt Exchange Offer and an Extension of the Offer Period
08/21/2012| 09:00am US/Eastern
CEMEX, S.A.B. de C.V. ("CEMEX") (NYSE: CX) announced today that, subject
to documentation and certain other conditions and in relation to the
Invitation Memorandum to Participating Creditors, dated July 5, 2012
(the "IM"), it has received to date: (i) Acceptance Notices representing
approximately 90% of the Exposures under the Financing Agreement dated
as of August 14, 2009, as amended (the "2009 FA"), and (ii) indications
of an intent to participate in the exchange transaction from additional
Participating Creditors representing approximately 1.5% of the
Exposures, aggregating in total approximately 91.5% of the Exposures
under the 2009 FA.
Acceptance Notices from Participating Creditors wishing to exchange into
the New HY Notes represent an anticipated issuance of approximately
U.S.$470 million in aggregate principal amount of such notes.
The Acceptance Notices received to date satisfy the requisite thresholds
for the Amendment Consents relating to the 2009 FA which, provided that
the relevant conditions are satisfied, means that the 2009 FA will be
amended and restated as at the Transaction Completion Date.
Considering the current level of Acceptance Notices and indications of
intent to participate, CEMEX has decided:
subject to the following paragraphs, to extend the Acceptance Deadline
under the IM until 5:00 p.m. (London time) / 12:00 noon (New York City
time) on September 7, 2012 (the "New Acceptance Deadline", as
the same may be further amended in accordance with the IM), which
would allow additional Participating Creditors wishing to participate
in the exchange transaction to do so. This extension recognizes that,
due to particular timing limitations during the August period, there
are a number of Participating Creditors that have expressed an
intention to participate in the Transaction but have not yet been able
to submit Acceptance Notices;
unless Acceptance Notices from Participating Creditors representing
95% or more of the Existing Exposure are received on or before the New
Acceptance Deadline, the Exchange Condition in the IM will be amended
such that CEMEX will have a right to proceed to close the Transaction
on the New Acceptance Deadline if it has received Acceptance Notices
from Participating Creditors representing 91% or more of the Existing
Exposures under the 2009 FA. This is a Relevant Amendment for the
purposes of the IM, and this announcement is a Relevant Amendment
given the above, if Acceptance Notices from Participating Creditors
received to date (without giving effect to any subsequent notices
arising from the Relevant Amendment received from those Participating
Creditors relating to the Transaction) plus Acceptance Notices
received from other Participating Creditors on or prior to the New
Acceptance Deadline represent 95% or more of the Existing Exposures,
CEMEX reserves the right in its absolute discretion to close the
Transaction by providing two business days' notice to the
Participating Creditors, provided that no such notice will be required
if the Transaction will close on the New Acceptance Deadline.
This announcement supplements and amends the information contained in
the IM, and should be read in conjunction with the IM. Reference is made
to the IM for definitions of certain terms that are used, but not
defined, in this announcement.
CEMEX will make further announcements on Debtdomain as necessary to
update Participating Creditors on progress and process to implementation.
Creditors or beneficial owners of Exposures under the FA that do not
have access to the IM on Debtdomain may obtain a copy by contacting
Citibank International Plc, the exchange agent for this transaction, at
5 Canada Square, Canary Wharf, London E14 5LB, by email at firstname.lastname@example.org
or by telephone at +44 (0)207 508 3867.
This transaction includes an offering of securities that is being
conducted pursuant to Section 4(2) of the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and applicable exemptions under the
laws of foreign jurisdictions. Participation in this transaction is
limited: (a) in the United States, to persons who are "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act
or institutional "accredited investors" as that term is defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act, and (b) outside the
United States, to persons other than "U.S. persons" (as defined in
Regulation S under the Securities Act) in reliance upon Regulation S
under the Securities Act and who are "qualified investors" (within the
meaning given at Article 2 of Directive 2003/71/EC (the Prospectus
Directive)) or hold an equivalent status under applicable local laws and
regulations. The securities to be offered have not been and will not be
registered under the Securities Act and may not be offered or sold in
the United States absent an applicable exemption from registration
requirements. This announcement does not constitute an offer to sell or
the solicitation of an offer to buy securities, nor shall there be any
sale of securities, in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
THERE WILL NOT BE A REGISTRATION WITH THE NATIONAL SECURITIES
REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN
NATIONAL BANKING AND SECURITIES COMMISSION (COMISI?"N NACIONAL BANCARIA Y
DE VALORES, OR CNBV), AND NO PUBLIC OFFERING OR BROKERAGE ACTIVITIES MAY
BE CONDUCTED IN MEXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION
SET FORTH UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL
MERCADO DE VALORES), TO MEXICAN INSTITUTIONAL AND QUALIFIED INVESTORS.
WE WOULD NOTIFY THE CNBV OF THIS TRANSACTION, INCLUDING ITS PRINCIPAL
CHARACTERISTICS. SUCH NOTICE WILL BE DELIVERED TO THE CNBV FOR
INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE
CNBV OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO
INVESTMENT QUALITY OR OF OUR SOLVENCY. THE INFORMATION CONTAINED IS THE
EXCLUSIVE RESPONSIBILITY OF CEMEX AND HAS NOT BEEN REVIEWED OR
AUTHORIZED BY THE CNBV.
This announcement contains forward-looking statements and information
that are necessarily subject to risks, uncertainties and assumptions.
These risks, uncertainties, and assumptions are more fully described in
the IM and our Annual Report on Form 20-F for the year ended December
31, 2011, as filed with the Securities and Exchange Commission.
CEMEX, S.A.B. de C.V.
Jorge Pérez, +52
Eduardo Rendón, +52 (81) 8888-4256
Luis Garza, +52 (81) 8888-4136
© Business Wire 2012