Jinchuan (02362) buys copper mines from key holder

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cvarvois

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Inscription: Mar 1 Sep 2009 16:09

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Message Jeu 29 Aoû 2013 22:57

Jinchuan (02362) buys copper mines from key holder

Jinchuan (02362) buys copper mines from key holder


(Infocast News) The board of Jinchuan Group International Resource Co. Ltd (02362) (Jinchuan) announced that the company agreed to acquire from Jinchuan Group Co. Ltd (Jinchuan Group, the controlling shareholder of the company) the entire equity interest in Jin Rui Mining Investment Limited (target company) together with the shareholders' loan at a consideration of US$1.29 billion (HK$10.062 billion).

The purchase price will be satisfied as to HK$1.596 billion through the issuance by the company of 1.596 billion consideration shares, and as to the remaining balance of HK$8.466 billion through the issuance by the company of the perpetual subordinated convertible securities (PSCS) convertible into 8.466 billion conversion shares to the seller or its nominee(s) upon completion.

The issue price for the consideration shares and the initial conversion price for PSCS are both HK$1 per share, representing a 29.08% discount to the closing price of HK$1.41 per share as quoted on the Stock Exchange on 27 August 2013.

The target company, through Newshelf, holds the entire issued share capital of Metorex, an established mid-tier mining company and focuses on the base metal mining industry, primarily copper and cobalt production. The Metorex Group currently operates two operating mines and holds a portfolio of highly attractive development and advanced stage exploration projects. All the projects of the Metorex Group are located in the DRC and Zambia.

The acquisition is expected to allow Jinchuan to transform into Jinchuan Group's flagship to undertake overseas mineral resources projects and to significantly increase the group's business scale and shareholder value.

In addition, the board proposes to increase the authorised share capital of Jinchuan from HK$50 million to HK$200 million. It also proposes to seek a specific mandate from the shareholders at the EGM to issue not more than 4 billion new shares at the price of no less than HK$0.74 per share (a discount of 47.52% to the closing price of HK$1.41 per share as quoted on the Stock Exchange on 27 August 2013). Subject to market conditions, the directors intend to raise gross proceeds of US$400 million and apply such proceeds from the potential placing(s) for the deployment of funding towards the development and exploration initiatives of the Metorex Group's projects, and the remaining proceeds to be applied towards merger and acquisition activities, costs and expenses in relation to the acquisition and the placing(s) as well as general working capital and activities of the enlarged group.

Immediately after completion (assuming full conversion of the PSCS) and the issue of the maximum number if new shares under the specific mandate, total Jinchuan Group shareholding in Jinchuan increases from 60.52% to 69.75%.

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L'ensemble de la documentation afférente est disponible ici : http://www.hkexnews.hk/listedco/listcon ... 291255.HTM

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E109.pdf
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E111.pdf
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E113.pdf
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cvarvois

Messages: 1411

Inscription: Mar 1 Sep 2009 16:09

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Message Jeu 29 Aoû 2013 23:11

Re: Jinchuan (02362) buys copper mines from key holder

A noter également les quatre tomes de l'annexe 5 relatifs à l'évaluation, notamment, de Chibuluma.
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LesCrozes

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Inscription: Jeu 14 Mai 2009 16:23

Message Jeu 29 Aoû 2013 23:24

Re: Jinchuan (02362) buys copper mines from key holder

une information intéressante dans le E113 :
INFORMATION OF THE TARGET GROUP
212
The Management Agreement provides that ZCCM, as a part owner of Chibuluma plc and the
previous owner of Chibuluma mine, is entitled to a portion of the management fees payable by Chibuluma
plc for so long ZCCM holds 10% or more interest in Chibuluma plc. In consideration for the performance
and execution of the services under the Management Agreement, Chibuluma plc should pay an amount
of US$3.75 per tonne of ore mined exclusive of value added tax, monthly in arrears within 30 days of
the last day of each month. This fee is split in the ratio of 15% payable to ZCCM and 85% payable to
Metorex. The fee is required to be adjusted in proportion to the percentage shareholding in Chibuluma
plc held by ZCCM from time to time. If the holding of ZCCM in Chibuluma plc falls below 10%, ZCCM
will no longer be entitled to receive such fee. There are no specific obligations placed on ZCCM under
the Management Agreement. ZCCM has no rights under the Management Agreement save for its right to
receive the aforementioned management fees.
Upon Completion, Chibuluma plc will become a non-wholly owned subsidiary of the Company.
As ZCCM currently holds 15% interest in Chibuluma plc, ZCCM will become a connected person of
the Company under Rule 14A.11(1) of the Listing Rules. Therefore, immediately after Completion, the
continuing transactions under the Management Agreement which require the payment of part of the
management fees by Chibuluma plc to ZCCM will become continuing connected transactions of the
Company under Chapter 14A of the Listing Rules.
The historical management fees paid by Chibuluma plc to ZCCM for the periods indicated below
were as follows:

                                     Management fees paid to ZCCM (US$)

18 months ended                    331,000 US$
31 December 2010

Year ended                             371,000 US$
31 December 2011

Year ended                            371,000 US$
31 December 2012

Six months ended                   191,388 US$
30 June 2013


Note: The amount of management fees paid to ZCCM includes the withholding tax of 15% paid directly to the Zambia
Revenue Authority.
Ce que l'on conçoit bien, s'énonce clairement, Et les mots pour le dire arrivent aisément. BOILEAU

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