Uranium One Announces $350 Million Non-Convertible Senior Secured Notes
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TORONTO, Nov. 26, 2013 /CNW/ - Uranium One Inc. ("Uranium One") announced
today that its 100% owned subsidiary Uranium One Investments Inc. (the
"Issuer") intends to offer for issue and sale, subject to market conditions
and applicable law, $350 million aggregate principal amount of non-convertible
Senior Secured Notes due 2018 (the "Notes") in a private placement to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended, and outside the United States to certain non-U.S. persons
pursuant to Regulation S under the Securities Act of 1933, as amended (the
The Notes will be guaranteed by Uranium One and certain of its subsidiaries.
The net proceeds of this offering will be made available to its affiliates for
the repurchase of existing convertible debentures of Uranium One in connection
with an offer to repurchase such debentures recently made by Uranium One, and
for general corporate purposes.
The initial purchasers will be Deutsche Bank AG, London Branch, SIB (Cyprus)
Limited (a subsidiary of Sberbank), and Société Générale.
The Issuer has applied to list the Notes on the Official List of the
Luxembourg Stock Exchange and for admission to trading on the Euro MTF Market.
About Uranium One
Uranium One is one of the world's largest uranium producers with a globally
diversified portfolio of assets located in Kazakhstan, the United States,
Australia and Tanzania. JSC Atomredmetzoloto and its affiliates own 100% of
the outstanding common shares of Uranium One.
Important Regulatory Notice
The Notes have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or applicable state securities laws.
Accordingly, the Notes will be offered only to qualified institutional buyers
and to persons outside the United States in reliance on Rule 144A and
Regulation S under the Securities Act, respectively. Unless so registered, the
Notes may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act and
applicable state securities laws. Prospective purchasers that are qualified
institutional buyers are hereby notified that the seller of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
This announcement is being distributed only to, and is directed at (a) persons
who have professional experience in matters relating to investments who fall
within Article 19(1) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (b) high net worth entities, and other
persons to whom it may otherwise lawfully be communicated, falling within
Article 49(1) of the Order (all such persons together being referred to as
"relevant persons"). The investments to which this announcement relates are
available only to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such investments will be available only to or
will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its
contents. Persons distributing this announcement must satisfy themselves that
it is lawful to do so.
In connection with the Notes offering, one of the initial purchasers will
serve as stabilizing manager and over-allot notes or effect transactions with
a view to supporting the market price of the notes at a level higher than that
which might otherwise prevail. However, there is no assurance that the
stabilizing manager (or persons acting on behalf of the stabilizing manager)
will undertake stabilization actions. Any stabilization action may begin on or
after the date on which adequate public disclosure of the final terms of the
offer of the notes is made and, if begun, may be ended at any time, but must
end no later than the earlier of 30 calendar days after the issue date of the
notes and 60 calendar days after the date of the allotment of the notes. Any
stabilization action or over-allotment must be conducted in accordance with
all applicable laws and rules.
Neither the content of Uranium One or its subsidiaries' websites nor any
website accessible by hyperlinks on Uranium One or its subsidiaries' websites
is incorporated in, or forms part of, this announcement. The distribution of
this announcement into jurisdictions other than Canada may be restricted by
law. Persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
This press release may contain "forward-looking statements" within the meaning
of applicable securities laws that are intended to be covered by the safe
harbours created by those laws, including statements that use forward-looking
terminology such as "may", "will", "expect", "anticipate", "believe",
"continue", "potential", or the negative thereof or other variations thereof
or comparable terminology. Such forward-looking statements may include,
without limitation, statements regarding the completion of the proposed
Offering, the proposed use of proceeds, the listing of the Notes on the
Luxembourg Stock Exchange and the Euro MTF market, and other statements that
are not historical facts. While such forward-looking statements are expressed
by Uranium One, as stated in this release, in good faith and believed by
Uranium One to have a reasonable basis, they are subject to important risks
and uncertainties which could cause actual results to differ materially from
future results expressed, projected or implied by the forward-looking
statements. As a result of these risks and uncertainties, the results or
events predicted in these forward-looking statements may differ materially
from actual results or events. These forward-looking statements are not
guarantees of future performance, given that they involve risks and
uncertainties. Uranium One is not affirming or adopting any statements made by
any other person in respect of the proposed repurchase and expressly disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities or to comment on
expectations of, or statements made by any other person in respect of the
proposed offering. Investors should not assume that any lack of update to a
previously issued forward-looking statement constitutes a reaffirmation of
that statement. Reliance on forward-looking statements is at investors' own
The Euro MTF Market is not a regulated market pursuant to the provisions of
Directive 2004/39/EC. There can be no assurance that the Issuer's
application for the listing of the Notes on the Luxembourg Stock Exchange and
the Euro MTF market will be accepted.
SOURCE Uranium One Inc.
Chris Sattler Chief Executive Officer Tel: +1 647 788 8500 Anton Jivov Vice
President, Corporate Affairs Tel: +1 647 788 8461
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CO: Uranium One Inc.
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-0- Nov/26/2013 13:43 GMT
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