Boral announces early tender results of tender offer

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NEW YORK and SYDNEY, July 6, 2022 /PRNewswire/ — Boral Finance Pty Ltd (the “Company”), a wholly-owned subsidiary of Boral Limited (ASX: BLD) (“Boral”), announced today the early tender results for its previously announced tender offer (the “Tender Offer”) to purchase for cash up to US$300,000,000 aggregate principal amount (the “Aggregate Maximum Tender Amount”) of its outstanding 3.750% Guaranteed Senior Notes due 2028 (the “Notes”). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated June 22, 2022 (the “Offer to Purchase”). The Tender Offer will expire at 11:59 p.m., New York City time, on July 20, 2022, or any other date and time to which the Company extends the Tender Offer (the “Expiration Time”), unless earlier terminated.

Early tender results and proration

As of 5:00 p.m., New York City time, on July 6, 2022 (such time and date, the “Early Tender Time”), according to information provided by Global Bondholder Services Corporation, the depository and information agent for the Tender Offer, the aggregate principal amount of the Notes set forth in the table below under “Principal Amount Tendered at Early Tender Time” had been validly tendered in the Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on July 6, 2022.

Since the principal amount of Notes tendered as of the Early Tender Time exceeded the Maximum Tender Amount, the Notes validly tendered at or prior to the Early Tender Time will be subject to proration as described in the section “The Terms of the Tender Offer—Maximum Tender Amount; Priority of Acceptance; Proration” of the Offer to Purchase. The Company has accepted for purchase an aggregate principal amount of US$300,000,000 of Notes in the Tender Offer using a proration rate of approximately 74.07%. The Company does not anticipate accepting for purchase any Notes validly tendered after the Early Tender Time.

Consideration and accrued interest

The consideration (the “Early Tender Consideration”) offered per US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified therein, calculated as of 10:00 a.m., New York City time, on July 7, 2022 (the “Price Determination Time”), unless extended or the Tender Offer is earlier terminated by the Company.

Holders should take note that, if the Early Tender Consideration determined as described in the Offer to Purchase is greater than US$1,000 per US$1,000 principal amount of Notes, then the Early Tender Consideration will be calculated based on an assumed maturity date of February 1, 2028, the par call date for the Notes, and not May 1, 2028, the stated maturity date for the Notes.

Only holders of Notes who validly tendered their Notes at or prior to the Early Tender Time, and whose Notes have been accepted for purchase, will receive the Early Tender Consideration.

In addition to the Early Tender Consideration, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

Settlement

The Company will pay for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase on July 11, 2022.

Dealer Manager and Depositary and Information Agent

The Company has appointed Citigroup Global Markets Inc. as dealer manager for the Tender Offer. The Company has retained Global Bondholder Services Corporation as the depositary and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or 001-212-723-6106 (international). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (855) 654‑2015 (toll-free) or 001‑212‑430-3774 (international), by email at contact@gbsc-usa.com or at www.gbsc-usa.com/boral/ or to the dealer manager at its telephone numbers.

This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Neither the Offer to Purchase nor any disclosure document (as defined in the Australian Corporations Act 2001) in relation to the Notes has been lodged with the Australian Securities and Investments Commission, and in Australia, the Tender Offer is only available to persons to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Australian Corporations Act.

Forward-Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are information of a non‑historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Company and Boral undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason, except as required by applicable law.

About Boral

Founded in 1946, Boral is the largest integrated construction materials business in Australia with operations in all states and territories. It produces and supplies concrete, quarry products, asphalt and cement, to build infrastructure, residential and commercial buildings. As at June 30, 2021, Boral’s continuing operations spanned 367 operating sites in Australia and employed approximately 9,700 full-time equivalent employees and contractors.

Boral Limited ABN 13 008 421 761 – PO Box 6041, North Ryde NSW 2113 – www.boral.com

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SOURCE Boral Finance Pty Ltd

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