Related Issuers
by Pankti Antani
May 29, 2025 1:31 PM ET
Endeavour announces completion of US$500 million senior notes offering and results of tender offer
London, 29 May 2025
Endeavour Mining plc ((LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the “Company”) is pleased to announce that it has completed its previously announced offering (the “Offering”) of US$500.0 million 7.000% senior notes due 2030 (the “New Notes”) as part of its refinancing strategy.
The proceeds of the Offering, together with cash on hand, will be used to (i) finance the purchase of any and all of the Company’s outstanding 5.000% Senior Notes due 2026 (the “Existing Notes”) validly tendered and accepted for purchase by the Company pursuant to the cash tender offer launched by the Company concurrently with the Offering (the “Tender Offer”) and (ii) pay fees and expenses in relation to the Offering and the Tender Offer.
The Company also announces that US$464,278,000 aggregate principal amount of Existing Notes have been tendered in the Tender Offer. Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture.
TENDER OFFER RESULTS
The Tender Offer, conducted pursuant to the terms and on the conditions set out in the offer to purchase dated 19 May 2025 (the “Offer to Purchase”), expired at 5:00 p.m. (New York City time) on 28 May 2025 (the “Expiration Deadline”). The deadline for delivery of Existing Notes tendered according to the guaranteed delivery procedures, as described in the Offer to Purchase is 5:00 p.m. (New York City time) on 29 May 2025. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase.
The Company announces that US$464,278,000 aggregate principal amount of Existing Notes were validly tendered and not withdrawn at or prior to the Expiration Deadline and will be accepted for purchase by the Company. These amounts include US$214,000 aggregate principal amount of Existing Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the Company remains subject to the Noteholders’ performance of the delivery requirements under such procedures.
Description of Existing Notes | 144A CUSIP/ISIN Regulation S CUSIP / ISIN | Aggregate Principal Amount Accepted(1) | Principal Amount Outstanding Following Completion of the Offer(1) | Purchase Price(2) |
US$500,000,000 5.000% Senior Notes due 2026 | 29261HAA3 / US29261HAA32 G3R41AAA4 / USG3R41AAA47 | US$464,278,000 | US$35,722,000 | 100.00% (equivalent to US$1,000 per US$1,000) in principal amount of Existing Notes |
(1) Assumes that all Existing Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Information and Tender Agent at or prior to 5:00 p.m., New York City time, on 29 May 2025 and otherwise in accordance with the notice of guaranteed delivery. (2) Per US$1,000 principal amount of Existing Notes accepted for purchase and excluding Accrued Interest.
The New Financing Condition to the Tender Offer has been satisfied and the Company will pay the applicable Purchase Price with respect to Existing Notes accepted for purchase promptly after the Expiration Deadline, on the settlement date which is expected to be 30 May 2025 (the “Settlement Date”). In addition, holders of Existing Notes accepted for purchase in the Tender Offer will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but excluding, the Settlement Date (“Accrued Interest”). Existing Notes purchased in the Tender Offer will be retired and cancelled. Any Existing Notes not tendered or accepted for purchase pursuant to the Tender Offer will continue to accrue interest in accordance with the Indenture of the Existing Notes.
Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture.
ABOUT ENDEAVOUR MINING PLC
Endeavour Mining is one of the world’s top gold miners and one of the largest gold producers in West Africa, with operating assets across Senegal, Côte d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.
A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release.
CONTACT INFORMATION
For Investor Relations enquiries:
Jack Garman
Vice President of Investor Relations
For Media enquiries:
Brunswick Group LLP in London
Carole Cable, Partner