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Boral announces purchase price for tender offer

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SYDNEY, May 21, 2021 /PRNewswire/ -- Boral Finance Pty Ltd (the "Company"), a wholly-owned subsidiary of Boral Limited (ASX:BLD) ("Boral"), announced today the Purchase Price (as defined below) as set forth in the table below in respect of the previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 3.000% Guaranteed Senior Notes due 2022 (the "Notes"). The terms and conditions of the Tender Offer are described in the Offer to Purchase, dated May 17, 2021 (the "Offer to Purchase"). The Tender Offer will expire at 5:00 p.m., New York City Time, today (the "Expiration Time"), unless extended or earlier terminated.

Purchase Price:

Title of Security


CUSIP Nos.


ISIN


U.S. Treasury
Reference
Security


Reference
Yield


Fixed
Spread


Repurchase
Yield


Purchase
Price(1)

3.000% Guaranteed
Senior Notes due
2022


144A:
09952AAA4
Reg S:
Q1700EAA0


144A:
US09952AAA43
Reg S:
USQ1700EAA03


0.125% UST due
April 30, 2023


0.153%


+40bps


0.553%


US$1,032.93

________________________

(1) Per US$1,000 principal amount. The Purchase Price was calculated using the methodology described below.

Purchase Price details

Upon consummation of the Tender Offer, the Company will pay the purchase price of US$1,032.93 for each US$1,000 principal amount of Notes (the "Purchase Price") validly tendered and accepted for purchase. The Purchase Price was calculated in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table above, calculated as of 10:00 a.m., New York City time, today.

Tender offer details

To be eligible to receive the Purchase Price, holders must (i) validly tender their Notes at or prior to the Expiration Time or (ii) deliver a properly completed and duly executed notice of guaranteed delivery and other required documents in accordance with the guaranteed delivery procedures described in the Offer to Purchase at or prior to the Expiration Time and deliver their Notes at or prior to 5:00 p.m., New York City time, on the second business day following the Expiration Time, which the Company anticipates to be May 25, 2021 (the "Guaranteed Delivery Deadline").

In addition to the Purchase Price, the Company will also pay accrued and unpaid interest on Notes purchased from and including the interest payment date immediately preceding the initial settlement date up to, but not including, the initial settlement date. The Company anticipates that the initial settlement date for the Tender Offer will be May 24, 2021. The Company anticipates that the guaranteed delivery settlement date will be the first business day following the Guaranteed Delivery Deadline, or May 26, 2021. For the avoidance of doubt, accrued and unpaid interest will cease to accrue on the initial settlement date for all Notes accepted in the Tender Offer, including those tendered by the guaranteed delivery procedures described in the Offer to Purchase.

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

Dealer Manager

The Company has appointed J.P. Morgan Securities LLC as dealer manager (the "Dealer Manager") for the Tender Offer. The Company has retained D.F. King & Co, Inc. as the tender and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: J.P. Morgan Securities LLC at (866) 834-4087 (toll free) or (212) 834-4087 (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 (866) 796-1271 (for all others toll-free), by email at boral@dfking.com or at www.dfking.com/boral or to the Dealer Manager at its telephone numbers.

This market 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.

From time to time after completion of the Tender Offer, the Company or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Company may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.

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 an international building products and construction materials group with two divisions: the leading integrated construction materials business of Boral Australia and Boral North America, a building products and fly ash business. Employing more than 17,000 employees and contractors, Boral's operations span 650 operating and distribution sites globally.

Boral Limited ABN 13 008 421 761 – Level 18, 15 Blue Street, North Sydney NSW 2060 - www.boral.com

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View original content:http://www.prnewswire.com/news-releases/boral-announces-purchase-price-for-tender-offer-301296991.html

SOURCE Boral Finance Pty Ltd

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