Fortescue Announces Results Of Offer To Purchase For Cash Certain Unsecured Debt Securities And Determination Of Total Consideration

PERTH, Australia, Nov. 25, 2015 /PRNewswire/ -- FMG Resources (August 2006) Pty Ltd (the "Company"), a direct wholly-owned subsidiary of Fortescue Metals Group Ltd. ("FMG") (ASX: FMG) (OTC: FSUGY), announced today that as of 5:00 p.m., New York time, on November 24, 2015 (the "Early Participation Date"), pursuant to its cash tender offer (the "Tender Offer"), the Company has received tenders of approximately US$1,278.6 million aggregate principal amount of the notes listed in the table below (collectively, the "Notes") and accepted US$750.0 million aggregate principal amount of the Notes for aggregate total consideration (excluding accrued interest payable) of approximately US$618.0 million. The Company has accepted for purchase the principal amounts of tendered Notes of each series set forth in the table below and will pay the applicable total consideration for such tendered Notes set forth in the table below, which total consideration was determined in accordance with the terms of the Tender Offer based on the principal amounts of Notes tendered and the bid premiums at which such tenders were made.

The Tender Offer is being funded with cash on hand.

The Tender Offer is described in the Offer to Purchase, dated November 10, 2015 (the "Offer to Purchase"), and the related Letter of Transmittal, each previously sent to holders of the Notes. As set forth in the Offer to Purchase, holders of Notes who validly tendered and did not withdraw their Notes on or prior to the Early Participation Date, and whose Notes are accepted for purchase, will be entitled to receive the Total Consideration, which includes an early participation amount of US$30.00 per US$1,000 principal amount of Notes (the "Early Participation Amount"). Accrued and unpaid interest will be paid on all Notes validly tendered (and not validly withdrawn) and accepted for purchase from the applicable last interest payment date to, but not including, the date on which the Notes are purchased.

The Company has exercised its right to early accept for purchase Notes validly tendered on or prior to the Early Participation Date at a bid price that results in a bid premium less than or equal to US$20.00 (the "Clearing Premium"), as described in the Offer to Purchase. Since the Notes validly tendered at a bid price that results in a bid premium equal to or less than the Clearing Premium would result in the purchase of Notes with an aggregate principal amount in excess of the tender cap of US$750.0 million (the "Tender Cap"), the Company has first accepted for purchase all Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Date with a bid price that results in a bid premium less than the Clearing Premium and, second, the Company has accepted for purchase Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Date with a bid price that results in a bid premium equal to the Clearing Premium on a prorated basis across both series of Notes. The Company has been advised by the Depositary (as set forth below) for the Tender Offer that the applicable proration factor for Notes validly tendered and not validly withdrawn at a bid price that results in a bid premium equal to the Clearing Premium will be approximately 62.10%. Notes validly tendered (and not validly withdrawn) at a bid price that results in bid premium in excess of the Clearing Premium will not be accepted for purchase pursuant to the Tender Offer and such Notes will be returned to holders. Settlement of Notes accepted for purchase is expected to occur on November 30, 2015.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on December 9, 2015, unless extended or earlier terminated (such time, the "Expiration Date"). Since the Tender Cap was reached by the Early Participation Date, Notes tendered after the Early Participation Date during the period remaining until the Expiration Date will not be purchased pursuant to the Tender Offer.

The Company has retained J.P. Morgan Securities LLC ("J.P. Morgan") to act as Dealer Manager, Ipreo LLC ("Ipreo") to act as Information Agent and Continental Stock Transfer & Trust Company to act as Depositary, in each case in connection with the Tender Offer. 

For additional information regarding the terms of the Tender Offer, please contact J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-2494 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to Ipreo by telephone at (888) 593-9546 (toll-free) or (212) 849-3800 or by email at tenderoffer@ipreo.com.

This news release does not constitute an offer to participate in the Tender Offer. The Tender Offer is being made pursuant to the Offer to Purchase and the Letter of Transmittal, copies of which have been delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer to Purchase and the Letter of Transmittal carefully before making any decision with respect to their Notes. The Tender Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation. None of FMG, the Company, the Dealer Manager, the Information Agent, the Depositary or the trustee for the Notes makes any recommendation as to whether holders should tender their Notes in response to the Tender Offer or at what bid prices holders should tender their Notes.

Certain statements in this press release, including those describing the completion of the Tender Offer, constitute forward-looking statements. These statements are not historical facts but instead represent only FMG's belief regarding future events, many of which, by their nature, are inherently uncertain and outside FMG's control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements.

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SOURCE Fortescue Metals Group Ltd.