Consolidated Minerals Limited Announces Offer to Purchase up to $150 Million in Aggregate Principal Amount of Notes
ST HELIER, Jersey, December 16, 2013 /PRNewswire/ --
Consolidated Minerals Limited (the "Company") announces that it is inviting eligible holders of its U.S. $405,000,000 8.875% Senior Secured Notes due 2016 (Reg S ISIN: USG2370YAA40, 144A ISIN: US209504AA71, the "Notes") to tender their Notes for purchase by the Company for cash (the "Offer") up to U.S.$150,000,000 in aggregate principal amount of the Notes (the "Maximum Tender Amount").
The Offer is made on the terms and subject to the conditions contained in the Offer to Purchase dated December 16, 2013 (the "Offer to Purchase"), as may be amended from time to time, prepared by the Company in connection with the Offer, and is subject to the offer and distribution restrictions set out below and as more fully described in the Offer to Purchase. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Offer to Purchase.
Tender Offer
Maximum Tender Consideration
Amount (subject (for each
Outstanding to Company's $1,000 in
Security right to amend principal
Description CUSIP & ISINs Principal Amount such amount) amount)
Reg S (CUSIP,
8.875% ISIN)
Senior G2370YAA4,
Secured USG2370YAA40
Notes due
2016 issued 144A
by (CUSIP,ISIN) U.S.$150,000,000
Consolidated 209504AA7, in aggregate
Minerals US209504AA71 principal amount
Limited U.S.$405,000,000 of the Notes U.S.$1,025
The Offer includes an offer made pursuant to Section 4.10(b)(i)(c) of the indenture (the "Indenture") related to the Notes dated April 28, 2011 among Consolidated Minerals Limited as issuer, Deutsche Bank AG, London Branch (successor to Deutsche Trustee Company Limited) as trustee and the other parties named therein in connection with the Net Proceeds (as defined in the Indenture) from the asset sale described below.
On September 5, 2013, the Company and Macquarie Securities (Australia) Limited in conjunction with its affiliates ("MSAL") entered into an agreement (the "Agreement") pursuant to which MSAL made a firm commitment to dispose of or sell a fixed number of securities in BC Iron Limited. The transaction contemplated by the Agreement (the "Transaction") settled on September 11, 2013. The Company is treating the Transaction as an "Asset Sale" under the Indenture. For the purpose of the Indenture, the amount of Net Proceeds from the Transaction equals U.S.$101,491,256 and was received on September 11, 2013. If the Maximum Tender Amount is achieved, the aggregate Tender Offer Consideration would include U.S.$101,491,256 of Net Proceeds from the Transaction and U.S.$52,258,744 of cash from the Company's available cash balances. Prior to the Offer, the Company repurchased Notes with an aggregate principal amount of U.S. $169,815,000 and these Notes have not been cancelled.
The Company proposes to accept for purchase pursuant to the Offer up to U.S.$150,000,000 in aggregate nominal amount of the Notes validly tendered for purchase pursuant to the Offer. The Company has the right to amend the Maximum Tender Amount at any time, but will not reduce the Maximum Tender Amount if as a result of such reduction the aggregate Tender Offer Consideration would be less than the Net Proceeds from the Transaction.
Notes that are validly tendered at or prior to the Expiration Time and accepted for purchase will be eligible to receive the Tender Offer Consideration, which will be payable on the Settlement Date. The Tender Offer Consideration for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Withdrawal Time and accepted for purchase pursuant to the Offer will be 102.5% of the principal amount, or U.S.$1,025 per U.S.$1,000 principal amount of the Notes tendered.
The deadline for Holders to tender Notes and be eligible to receive the Tender Offer Consideration for Notes tendered will be 11:59 p.m., New York City time, on January 15, 2014, unless the Offer is extended or terminated by the Company in its sole discretion (the "Expiration Time"). The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer, all as further described in the Offer to Purchase.
The anticipated transaction timetable is summarised below:
Events Times and Dates
Commencement of the Offer
Offer announced. The Offer to Purchase is available
from the Dealer Manager and the Depositary and
Information Agent. December 16, 2013
Withdrawal Time
11:59 p.m., New
York City time,
on January 15,
2014, unless the
Offer is extended
or terminated by
the Company in
The deadline for Holders to validly withdraw tenders its sole
of Notes. discretion
Expiration Time
11:59 p.m., New
York City time,
on January 15,
2014, unless the
Offer is extended
or terminated by
The deadline for Holders to tender Notes and be the Company in
eligible to receive the Tender Offer Consideration for its sole
Notes tendered. discretion
Settlement Date
The day that the Company deposits with the Depositary January 21, 2014,
and Information Agent or, upon the Depositary and unless the Offer
Information Agent's instructions, DTC, the amount of is extended or
cash necessary to pay the Tender Offer Consideration terminated by the
plus the Accrued Interest for all of the Notes Company in its
accepted for purchase pursuant to the Offer. sole discretion.
This is an indicative timetable and may be subject to change. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above. Holders are advised to read carefully the Offer to Purchase for full details of, and information on, the procedures for participating in, the Offer.
Consolidated Minerals Limited has retained Citigroup Global Markets Limited to serve as the Dealer Manager, and Global Bondholders Services Corporation to serve as its Depositary and Information Agent.
The Depositary and Information Agent for the Offer is:
Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
United States of America
By facsimile:
+1-(212)-430-3775/3779
For Information by Telephone:
+1-(212)-430-3774 (Banks and brokers)
(866)-470-4200 (U.S. toll free)
Holders who need assistance with respect to the procedures for tendering
Notes or copies of the Offer to Purchase should contact the Depositary and
Information Agent. A Holder may also contact the Dealer Manager, at its
address and telephone numbers set forth below or such Holder's broker,
dealer, commercial bank, trust company or nominee for assistance
concerning the Offer.
The Dealer Manager for the Offer is:
Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
Telephone:
Within the United States:
(800)-558-3745 (U.S. toll free)
+1-(212)-723-6106 (Collect)
Outside the United States:
+44-20-7986-8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offer. None of Consolidated Minerals Limited, the Dealer Manager or the Depositary and Information Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Holders should tender Notes in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer to Purchase comes are required by each of the Company, the Dealer Managers and the Depositary and Information Agent to inform themselves about, and to observe, any such restrictions.
United Kingdom
The communication of the Offer to Purchase and any other documents or materials relating to the Offer is not being made by, nor have any such documents and/or materials been approved by an "authorised person" for purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Order)) or within Article 43 of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.
France
The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Offer to Purchase nor any other documents or offering materials relating to the Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code monétaire et financier and/or (iii) the other legal entities referred to in Articles L.341-2 1° and D.341-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Offer to Purchase has not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of Notes that are resident or located in Italy can tender Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
Consolidated Minerals Limited is a leading manganese ore producer with mining operations in Australia and Ghana and it is headquartered in Jersey. The Company's principal activities are the exploration, mining, processing and sale of manganese ore. Additional information may be found at http://www.consmin.com/.
Certain statements in this release are "forward-looking statements" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. Forward looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Offer. Holders are cautioned not to place undue reliance on these forward-looking statements. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise except as may be required under Rule 14e-l under the Securities Exchange Act of 1934 (the "Exchange Act").
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