Boral announces cash tender offer for certain outstanding senior notes

SYDNEY, May 17, 2021

As part of this process, Boral Finance Pty Ltd (the "Company"), a wholly-owned subsidiary of Boral, has today commenced a 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 Tender Offer is being made pursuant to an Offer to Purchase, dated May 17, 2021 (the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offer and the related notice of guaranteed delivery (as the same may be amended or supplemented). Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Tender Offer.

Any and All of the Outstanding Notes Listed Below:

Title of Security

CUSIP Nos.

ISIN ARIVA.DE Börsen-Geflüster Kurse Boral 3,44 € -1,71%

Principal Amount Outstanding

Purchase Price(1)

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

3.000% Guaranteed Senior Notes due 2022

144A: 09952AAA4 Reg S: Q1700EAA0

144A: US09952AAA43 Reg S: USQ1700EAA03

US$450,000,000

To be determined at the Price Determination Time

0.125% UST due April 30, 2023

FIT1

+40bps

 ________________________

Tender offer details

The Tender Offer will expire at 5:00 p.m., New York City time, on May 21, 2021, (such date and time, as it may be extended, the "Expiration Time") unless earlier terminated. To be eligible to receive the Purchase Price (as defined below), 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").

Consideration

The purchase price (the "Purchase Price") payable for each US$1,000 principal amount of Notes validly tendered 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 (the "Fixed Spread") 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, on May 21, 2021, unless extended or earlier terminated by the Company. 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.

Withdrawal conditions

Notes tendered pursuant to the Tender Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 21, 2021, unless extended (such date and time, as it may be extended, the "Withdrawal Deadline"), but not thereafter.

After the Withdrawal Deadline, holders may not withdraw their tendered Notes unless the Company amends the Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended to the extent required by law, or as the Company otherwise determines is appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, the Company, in its sole discretion, may extend the Withdrawal Deadline for any purpose. If a holder holds their Notes through a custodian bank, broker, dealer or other nominee, such nominee may have an earlier deadline or deadlines for receiving instructions to withdraw tendered Notes.

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.

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SOURCE Boral Limited