Newcrest announces Total Consideration for Any and All Tender Offer

MELBOURNE, Australia, May 13, 2020 /PRNewswire/ -- Newcrest Finance Pty Limited, an Australian corporation ("Newcrest") and a wholly-owned subsidiary of Newcrest Mining Limited, an Australian corporation, announced today the Total Consideration as set forth in the table below in respect of the previously announced cash tender offer for any and all of its outstanding 4.450% Senior Notes due 2021 (the "Any and All Tender Offer" and such notes, collectively, the "Any and All Notes").  The terms and conditions of the Any and All Tender Offer are described in the Offer to Purchase, dated 7 May 2020 (the "Offer to Purchase").  The Any and All Tender Offer will expire at 5:00 p.m., New York City time, today, 13 May 2020, unless extended or earlier terminated. 

The Reference Yield, Repurchase Yield and Total Consideration with respect to the Any and All Tender Offer are detailed in the table below:

Upon consummation of the Any and All Tender Offer, Newcrest will pay the applicable Total Consideration (as shown in the table above) for each US$1,000 principal amount of Any and All Notes tendered and accepted for payment, plus accrued and unpaid interest up to, but not including, 14 May 2020, the expected settlement date for the Any and All Tender Offer. The Total Consideration was calculated in the manner described in the Offer to Purchase by reference to a fixed spread specified in the table above plus the yield to par call date based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on 13 May 2020.

To receive the Total Consideration, holders of Any and All Notes must validly tender and not validly withdraw their Any and All Notes or timely comply with the guaranteed delivery procedures set forth in the Offer to Purchase prior to the expiration of the Any and All Tender Offer. Any and All Notes tendered may be withdrawn at any time prior to the expiration of the Any and All Tender Offer, by following the procedures described in the Offer to Purchase. Holders of Any and All Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Any and All Tender Offer.

Newcrest's obligation to accept for payment and to pay for the Any and All Notes validly tendered in the Any and All Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Any and All Tender Offer may be terminated or withdrawn, subject to applicable law. Newcrest reserves the right, subject to applicable law, to (i) waive any and all conditions to the Any and All Tender Offer, (ii) extend or terminate the Any and All Tender Offer, or (iii) otherwise amend the Any and All Tender Offer in any respect.

Dealer Managers

Newcrest has retained BofA Securities, J.P. Morgan Securities LLC and RBC Capital Markets as dealer managers (the "Dealer Managers") for the Any and All Tender Offer. Newcrest has retained D.F. King & Co, Inc. as the tender and information agent for the Any and All Tender Offer.  For additional information regarding the terms of the Any and All Tender Offer, please contact:  BofA Securities at (980) 387-3907 (collect) or (888) 292‑0070 (toll-free); J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2045 (collect); or RBC Capital Markets at (877) 381-2099 (toll free) or (212) 618-7843 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (800) 549-6864 (for all others toll-free), by email at [email protected] or at www.dfking.com/newcrest or to the Dealer Managers at their respective telephone numbers.

This market release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Any and All Tender Offer is being made only pursuant to the Offer to Purchase, dated 7 May 2020, and only in such jurisdictions as is permitted under applicable law.

About Newcrest

Newcrest is the largest gold producer listed on the Australian Securities Exchange and one of the world's largest gold mining companies by production, reserves and market capitalization. In addition to gold, Newcrest also produces copper and silver as by-products. Newcrest has operations in Australia, Papua New Guinea and Canada, and investments and other interests including in Australia, Canada, the United States, Ecuador, Chile and Fiji.

SOURCE Newcrest Finance Pty Limited