ARM Purification

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29 May 2014

5N Plus announces $60m bought-deal offering of convertible unsecured subordinated debentures

Specialty metal and chemical products firm 5N Plus Inc of Montreal, Qu├ębec, Canada has entered into an agreement under which a syndicate of underwriters (led by National Bank Financial Inc) will purchase, on a bought-deal basis, convertible unsecured subordinated debentures worth $60m.

The debentures will be offered at a price of $1000 each by way of short-form prospectus in each of the provinces of Canada, as well as in the USA under applicable registration statement exemptions.

5N Plus opted for convertible unsecured subordinated debentures in order to allow more flexibility in its financing to support its growth, but also as an opportunity to further optimize its capital structure and average cost of debt over a longer term. Upon closing and for the short-term, 5N Plus will use the net proceeds to reduce indebtedness under its senior revolving credit facility and for general corporate purposes.

The debentures will bear interest at a rate of 5.75% per annum, payable semi-annually at the end of June and December, from 31 December 2014. They will be convertible at the holder’s option into 5N Plus common shares at $6.75 per share (representing a conversion rate of 148.1 shares per $1000 principal amount of debentures). They will mature on 30 June 2019 and may be redeemed by 5N Plus, in certain circumstances, after 30 June 2017.

5N Plus will grant an over-allotment option to the underwriters entitling them to purchase, for a period of 30 days from the closing of the offering, up to $6m of additional debentures (at $1000 each) to cover over-allotments, if any.

5N Plus will file a preliminary short-form prospectus in all provinces of Canada by 3 June (subject to all standard regulatory approvals, including that of the Toronto Stock Exchange). The offering is expected to close on or about 18 June.

The debentures being offered (and the common shares issuable upon their conversion or redemption) have not been and will not be registered under the US Securities Act of 1933 or state securities laws. Accordingly, they may not be offered or sold to US persons, except pursuant to applicable exemptions from registration.

See related items:

5N Plus announces $40m in equity financing

Tags: 5N Plus

Visit: www.5nplus.com

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