CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that, subject to documentation and certain other conditions and in relation to the Invitation Memorandum to Participating Creditors, dated July 5, 2012 (the “IM”), it has received to date: (i) Acceptance Notices representing approximately 90% of the Exposures under the Financing Agreement dated as of August 14, 2009, as amended (the “2009 FA”), and (ii) indications of an intent to participate in the exchange transaction from additional Participating Creditors representing approximately 1.5% of the Exposures, aggregating in total approximately 91.5% of the Exposures under the 2009 FA.
Acceptance Notices from Participating Creditors wishing to exchange into the New HY Notes represent an anticipated issuance of approximately U.S.$470 million in aggregate principal amount of such notes.
The Acceptance Notices received to date satisfy the requisite thresholds for the Amendment Consents relating to the 2009 FA which, provided that the relevant conditions are satisfied, means that the 2009 FA will be amended and restated as at the Transaction Completion Date.
Considering the current level of Acceptance Notices and indications of intent to participate, CEMEX has decided:
This announcement supplements and amends the information contained in the IM, and should be read in conjunction with the IM. Reference is made to the IM for definitions of certain terms that are used, but not defined, in this announcement.
CEMEX will make further announcements on Debtdomain as necessary to update Participating Creditors on progress and process to implementation.
Creditors or beneficial owners of Exposures under the FA that do not have access to the IM on Debtdomain may obtain a copy by contacting Citibank International Plc, the exchange agent for this transaction, at 5 Canada Square, Canary Wharf, London E14 5LB, by email at email@example.com or by telephone at +44 (0)207 508 3867.
This transaction includes an offering of securities that is being conducted pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and applicable exemptions under the laws of foreign jurisdictions. Participation in this transaction is limited: (a) in the United States, to persons who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act or institutional “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (b) outside the United States, to persons other than “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance upon Regulation S under the Securities Act and who are "qualified investors" (within the meaning given at Article 2 of Directive 2003/71/EC (the Prospectus Directive)) or hold an equivalent status under applicable local laws and regulations. The securities to be offered have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent an applicable exemption from registration requirements. This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
THERE WILL NOT BE A REGISTRATION WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND NO PUBLIC OFFERING OR BROKERAGE ACTIVITIES MAY BE CONDUCTED IN MEXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES), TO MEXICAN INSTITUTIONAL AND QUALIFIED INVESTORS. WE WOULD NOTIFY THE CNBV OF THIS TRANSACTION, INCLUDING ITS PRINCIPAL CHARACTERISTICS. SUCH NOTICE WILL BE DELIVERED TO THE CNBV FOR INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO INVESTMENT QUALITY OR OF OUR SOLVENCY. THE INFORMATION CONTAINED IS THE EXCLUSIVE RESPONSIBILITY OF CEMEX AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV.
This announcement contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. These risks, uncertainties, and assumptions are more fully described in the IM and our Annual Report on Form 20-F for the year ended December 31, 2011, as filed with the Securities and Exchange Commission.