NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
SYDNEY, Sept. 23, 2025 /PRNewswire/ — Nickel Industries Ltd. (the “Company”) has mandated Morgan Stanley as the Sole Dealer Manager, in relation to the cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 11.250% Notes due 2028 (the “Notes”).
|
Title of Notes |
ISIN Nos. (144A/ Reg S) |
CUSIP Nos. (144A/ Reg S) |
Outstanding Principal Amount |
Fixed Price(1) |
|
11.250% Notes due 2028 |
Reg S: USQ67949AC34 / 144A: US653890AA15 |
Reg S: Q67949 AC3 / 144A: 653890 AA1 |
US$400,000,000 |
U.S.$1,056.25 per |
- In addition to the Fixed Price, Holders whose Notes are accepted for purchase will be paid Accrued Interest
Whether the Company will accept for purchase any Notes validly tendered in the Tender Offer and complete the Tender Offer is subject, without limitation, to the satisfaction or waiver of, inter alia, (a) the pricing of the New Notes, (b) the signing of a purchase agreement between the Company and the initial purchasers named in the preliminary offering memorandum with respect to the New Notes for the purchase of the New Notes, and (c) the successful settlement and completion (in the determination of the Company) of the issue of the New Notes (together, the “Financing Condition“). Subject to applicable law and limitations described elsewhere in the Tender Offer Memorandum, the Company reserves the right to amend, extend or, to the extent the conditions described herein are not satisfied or waived, terminate the Tender Offer at any time at or prior to the Expiration Deadline.
Following the consummation of the Tender Offer on the terms and subject to the conditions set out in the Tender Offer Memorandum, the Company intends to redeem any remaining Notes not tendered pursuant to the Tender Offer by exercising its option to redeem such Notes at 105.625% of the principal amount plus accrued interest promptly after October 21, 2025 in accordance with the terms of the Notes.
Indicative Timetable
Commencement Date: Tuesday, 23 September 2025
Withdrawal Date: Monday, 29 September 2025, 5:00 PM New York Time
Expiration Deadline: Monday, 29 September 2025, 5:00 PM New York Time
Results Announcement Date: Tuesday, 30 September 2025
Guaranteed Delivery Date: Wednesday, 1 October 2025, 5:00 PM New York Time
Settlement Date: Thursday, 2 October 2025
Guaranteed Delivery Settlement Date: Thursday, 2 October 2025
The timeline is indicative and subject to change, as described in the Tender Offer Memorandum.
Purpose of the Tender Offer
The primary purpose of the Tender Offer is, amongst other things, to extend the Company’s debt maturity profile. The Company intends to deliver all Notes acquired pursuant to the Tender Offer to the Trustee for prompt cancellation.
Capitalized terms used but not defined herein have the meanings assigned to them in the Tender Offer Memorandum, which is available, subject to eligibility confirmation and registration, on the Transaction Website: https://projects.sodali.com/nickelindustries
Sole Dealer Manager
Morgan Stanley & Co. International plc | +1 800 624 1808 / +44 207 677 5040 / +852 2239 1484 | [email protected]
Information and Tender Agent
Sodali & Co Ltd.
Tel: + 852 2319 4130 / +44 20 4513 6933 / +1 203 658 9457
Email: [email protected]
Transaction Website: https://projects.sodali.com/nickelindustries
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SOURCE Nickel Industries Ltd.
