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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