PERTH, Australia -- (BUSINESS WIRE) --
The voluntary administrators of Griffin Coal have today sent a notice to holders (the "Noteholders") of the 9.5% Senior Notes due 2016 (the "Notes") advising them that in order to continue to operate the business of Griffin Coal while they pursue a sale or recapitalisation strategy with their advisors, they will require funding for working capital and general corporate purposes, costs, expenses and fees.
Two significant existing noteholders (together, the "Lead Purchasers") have offered to provide additional funding to Griffin Coal. The Lead Purchasers and the Administrators have agreed a term sheet containing indicative terms and conditions for the provision of funding to Griffin Coal (the "Term Sheet") through Western Australian law governed loan notes (the "Loan Notes").
Existing Noteholders who are not U.S. persons within the meaning of Regulation S under the U.S. Securities Act of 1933 (as amended) ("Qualifying Noteholders") are invited to subscribe for Loan Notes, pro-rata as to their existing holdings of the Notes, subject to a minimum subscription amount of AUD 250,000. Due to the prohibitive expense of a U.S. offering under the circumstances, the Loan Notes will not be registered under the U.S. Securities Act or the securities laws of any other jurisdiction. Accordingly, Loan Notes will only be offered to non-U.S. persons outside the United States pursuant to Regulation S of the U.S. Securities Act and will be transferrable only to non-U.S. persons outside the United States pursuant to Regulation S.
The funding has been approved by Griffin Coal's committee of creditors.
A draft Loan Note Subscription Agreement and draft Loan Note Deed Poll are currently being negotiated between the Lead Purchasers and the Administrators (the "Subscription Documents").
KordaMentha has today also distributed to existing Noteholders a Confidentiality Agreement and a Confirmation of Status as a Non-US Person.
Any Qualifying Noteholders who are interested in subscribing for Loan Notes are asked to express their interest by email to Paula Cowan of KordaMentha at GCMCNoteholders@kordamentha.com, attaching an executed Confidentiality Agreement and Confirmation of Status as a Non-US Person, in the forms distributed by KordaMentha to existing Noteholders, by no later than 9.00am Perth time on 15 December 2010.
Upon receipt by KordaMentha of any expression of interest by a Qualifying Noteholder, together with an executed Confidentiality Agreement and Confirmation of Status as a Non-U.S. Person in the forms distributed by KordaMentha, such Qualifying Noteholders will be provided with copies of the Term Sheet and the final form Subscription Documents for their consideration. Noteholders should be aware that the Term Sheet and Subscription Documents may contain material non-public information ("MNPI"). Any Noteholders who are concerned about receiving MNPI should obtain independent legal advice before signing the Confidentiality Agreement or reviewing these documents.
Confirmation of a Qualifying Noteholder's intention to purchase must be received by KordaMentha by no later than 9.00am Perth time on 21 December 2010 and Subscription Documents must be executed by 30 December 2010.
No public offering of the securities discussed herein is being made in the United States and this release and the information contained herein is not an offer of, or a solicitation of an offer to buy, securities in the United States. The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and in compliance with any applicable securities laws of any state or jurisdiction in the United States. This document is not for distribution directly or indirectly into the United States.
Bingham McCutchen LLP
Claire Papanastasiou, 617-951-8881