Company Announcements

Boral announces consideration for tender offer

NEW YORK and SYDNEY, July 7, 2022 /PRNewswire/ -- Boral Finance Pty Ltd (the "Company"), a wholly-owned subsidiary of Boral Limited (ASX:BLD) ("Boral"), announced today the consideration payable as set forth in the table below in respect of the previously announced tender offer (the "Tender Offer") to purchase for cash up to US$300,000,000 aggregate principal amount (the "Maximum Tender Amount") of its outstanding 3.750% Guaranteed Senior Notes due 2028 (the "Notes"). The terms and conditions of the Tender Offer are described 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 (such date and time, as it may be extended, the "Expiration Time"), unless earlier terminated.

The consideration of US$966.47 per US$1,000 principal amount (the "Early Tender Consideration") for Notes validly tendered at or prior to the Early Tender Time (as defined below) and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table below, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table below, calculated as of 10:00 a.m., New York City time, today, and is inclusive of the Early Tender Premium set forth in the table below.

Since the Early Tender Consideration determined as described in the Offer to Purchase is less than US$1,000 per US$1,000 principal amount of Notes, the Early Tender Consideration has been calculated based on the maturity date of May 1, 2028, the stated maturity date for the Notes, and not February 1, 2028, the par call date for the Notes.

Title of
Security

CUSIP Nos.

ISINs

U.S. Treasury
Reference Security

Bloomberg
Reference Page

Fixed
Spread

Early Tender
Consideration(1)

Early Tender
Premium(1)

3.750%
Guaranteed
Senior Notes
due 2028

144A:
09952AAC0
Reg S:
Q1700EAB8

144A:
US09952AAC09
Reg S:
USQ1700EAB85

2.625% UST due May 31,
2027

FIT1

+140bps

US$966.47

US$30







(1)

Per US$1,000 principal amount. The Early Tender Consideration is calculated using the fixed spread specified in the table above.

Only holders of Notes who validly tendered their Notes at or prior to 5:00 p.m., New York City time, on July 6, 2022 (the "Early Tender Time") are eligible to receive the Early Tender Consideration. In addition, 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. The Company has elected to pay for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase on July 11, 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.

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