TORONTO, Nov. 15, 2013 /CNW/ - Uranium One Inc. ("Uranium One") today gave notice that it is making an offer (the "Debenture Offer") to purchase for cash all of its convertible unsecured subordinated debentures due March 13, 2015 (the "Debentures") at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest up to, but excluding, January 2, 2014 (the "Offer Price"). The Offer Price will be payable on January 2, 2014 to all holders of Debentures who accept the Debenture Offer prior to 5:00 p.m. (Toronto time) on December 30, 2013.
The Debenture Offer follows the October 18, 2013 acquisition by Uranium One Holding N.V., a subsidiary of JSC Atomredmetzoloto, of all of the outstanding common shares of Uranium One not already owned by it and its affiliates pursuant to a plan of arrangement. The Debenture Offer is being made pursuant to the Debenture trust indenture dated as of March 12, 2010 between Uranium One and Computershare Trust Company of Canada, as trustee, which requires Uranium One to make an offer to repurchase the Debentures in the event of a change of control.
A Notice of Change of Control and Offer to Purchase is being mailed to all beneficial owners of Debentures. Debenture holders may accept the Debenture Offer in respect of all or a portion of their Debentures (in a minimum amount of $1,000 principal amount and multiples thereof).
The Debentures were issued by Uranium One in the "book-entry only" system and are registered in the name of, and held by or on behalf of, CDS as custodian for the CDS participants. In order to tender Debentures to the Debenture Offer, each holder must direct his or her investment dealer, stockbroker, bank, trust company or other nominee to accept the Debenture Offer in the manner required by his or her nominee. CDS will be issuing instructions to CDS Participants as to the method of tendering such Debentures.
If Holders of 90% or more of the aggregate principal amount of the Debentures outstanding on November 15, 2013 accept the Debenture Offer, Uranium One will have the right, but not the obligation, to elect to redeem all the Debentures that remain outstanding at the Offer Price and on the other terms and conditions provided in the Indenture.
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. As a result of the completion of the arrangement, ARMZ and its affiliates now own 100% of the outstanding common shares of Uranium One.
Cautionary Statement
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Forward-looking statements:
This press release contains "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 repurchase of debentures 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 transaction. 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 risk.
For further information about Uranium One, please visit www.uranium1.com.
SOURCE: Uranium One Inc.