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Boral announces expiration and results of tender offer

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SYDNEY, May 21, 2021 /PRNewswire/ -- On May 17, 2021, Boral Finance Pty Ltd (the "Company"), a wholly-owned subsidiary of Boral Limited (ASX:BLD) ("Boral"), announced that it had 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 was 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.

The Company announced today that the Tender Offer expired at 5:00 pm, New York City time, today. According to information provided by D.F. King & Co. Inc., the tender and information agent for the Tender Offer, US$323,063,000 aggregate principal amount of the Notes, or 71.79% of the aggregate principal amount outstanding, were validly tendered and not validly withdrawn as of the expiration of the Tender Offer. This amount includes US$100,000 aggregate principal amount of the Notes which were tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.

The Company's obligation to accept for purchase 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 Company expects: (i) to pay for all such validly tendered Notes (other than those tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase) on May 24, 2021 (the "Initial Settlement Date"), and (ii) to pay for the Notes validly tendered and delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase on May 26, 2021.

Participating holders of Notes will receive the purchase price of US$1,032.93 for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, plus accrued and unpaid interest from and including the interest payment date immediately preceding the Initial Settlement Date up to, but not including, the Initial Settlement Date. 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.

Dealer Manager

J.P. Morgan Securities LLC acted as dealer manager (the "Dealer Manager") for the Tender Offer. D.F. King & Co, Inc. acted 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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SOURCE Boral Finance Pty Ltd