Administrateur du site
Messages: 4395
Inscription: Jeu 30 Juil 2009 16:48
Localisation: la seyne sur mer
FIRST QUANTUM MINERALS TO ACQUIRE KIWARA PLC CASH AND EQUITY
CASH AND EQUITY TRANSACTION VALUED AT APPROXIMATELY US$260.2 MILLION
(All dollar amounts are expressed in United States dollars, except as otherwise indicated where GBP = British pounds; Cdn.$ = Canadian dollars)
First Quantum Minerals Ltd. (“First Quantum”, TSX Symbol “FM”, LSE Symbol “FQM”) and Kiwara PLC (“Kiwara”, LSE AIM Symbol – “KIW”, JSE Symbol “KWR”) are pleased to announce that they have entered into an implementation agreement pursuant to which First Quantum will acquire the entire issued share capital of Kiwara (the “Offer”) by way of a scheme of arrangement (the “Scheme").
Pursuant to the Scheme, Kiwara shareholders will receive 0.0085 First Quantum shares and GBP0.375 for every Kiwara share held. The implied value of the purchase price is GBP0.75 per Kiwara share based on an agreed market price of £43.68 for one First Quantum share on the LSE. This represents a 41.5% premium to the closing price of Kiwara’s shares on AIM on November 20, 2009, and a 35.5% premium to the volume-weighted average trading price of Kiwara shares on AIM for the 20 trading days ended November 20, 2009. In total, the cash and equity transaction is valued at approximately US$260.2 million (GBP157.6 million) and is expected to result in the issuance of approximately 1,884,448 million new First Quantum shares.
First Quantum has approached each director of Kiwara and Cardiff Property plc, City National Resources High Yield Trust, Derek Joseph, New African Mining Fund, Geiger Counter and Ian Reynolds holding approximately 76.05% of the issued share capital of Kiwara who have irrevocably undertaken to vote in favour of the Scheme subject to certain exceptions.
The board of directors of Kiwara considers that the Offer is fair and reasonable and unanimously recommends that Kiwara shareholders vote in favour of the Offer. The board of directors of Kiwara has retained Moore Stephens Corporate Finance (Moore Stephens (Johannesburg) Corporate Finance (Pty) Limited) as an independent expert to advise it on the fairness of the Offer as it relates to Kiwara shareholders. The opinion of the independent expert will be disclosed to Kiwara shareholders in due course.
Commenting on the transaction, Mr. Colin Bird, Chairman of Kiwara said, “In the evolution of a major mining project, management is constantly faced with matching progress with overall resource capacity. Kiwara has recognized that the Kalumbila project and indeed the licence area in general, has potential well in excess of our current resource capability.
This transaction with First Quantum puts the project into a management team with a proven track record to implement major projects on time and to specification. The Board therefore has no hesitation in recommending this transaction consisting of cash and shares with the knowledge that best industry practice will be applied throughout.
First Quantum Minerals Ltd. 08-08
DM_TOR/264170-00009/2469708.7
The directors and management of Kiwara wish First Quantum all the success in their ongoing development of what has the potential to become a very significant mine.”
Mr. Philip Pascall, Chairman and Chief Executive Officer of First Quantum noted, “This transaction is consistent with First Quantum’s strategy of acquiring projects to which we can add value by applying our considerable technical expertise. In addition, we believe our many years of successful operations in the Copperbelt and Zambia in particular will be beneficial in the development and eventual operation of the new assets.”
About the Transaction
The Offer will be implemented by way of a scheme of arrangement (the “Scheme") in accordance with Part 26 of the UK Companies Act of 2006, as amended, to be proposed by Kiwara between Kiwara and its shareholders ("Scheme Members").
A circular containing the terms of the Offer is expected to be posted to the Kiwara shareholders by December 18 2009. The meeting of Scheme Members to approve the Scheme is expected to be held on January 11, 2010 and the general meeting of Kiwara shareholders to approve and implement the Scheme and approve such other matters necessary or desirable for the purposes of implementing the Scheme is expected to be held on January 11, 2010. The High Court of England and Wales hearing to sanction the Scheme is expected be held on January 28, 2010 and subject to the satisfaction or waiver of the conditions to the Scheme becoming effective, the Scheme is expected to become effective by January 29, 2010.
The Scheme contains customary non-solicitation provisions and the agreement that a compensation fee of GBP1.7 million will be payable by Kiwara to First Quantum if the Offer does not proceed for reasons relating to Kiwara and a compensation fee of GBP2.0 million will be payable by First Quantum to Kiwara if the Offer does not proceed for reasons relating to First Quantum.
Details regarding these and other terms of the transaction are set out in the circular, which once posted to shareholders, will also be available on Kiwara’s website at www.kiwara.co.uk. All shareholders are urged to read the circular once it becomes available as it will contain additional important information concerning the transaction.
Kiwara’s advisors in connection with the transaction are:
Financial adviser: FinnCap
Nominated adviser: FinnCap
Legal adviser in the UK: Fasken Martineau LLP
Legal adviser in South Africa: Eversheds
JSE Sponsor: Sasfin Capital
Independent expert Moore Stephens
First Quantum’s advisors in connection with the transaction are:
Legal adviser in the UK: McCarthy Tetrault
Legal adviser in Canada: McCarthy Tetrault
About Kiwara
Kiwara is a mineral exploration and development company, focusing on base metals in Zambia. The company’s asset is a controlling interest in mineral prospecting licences (the “Licence Area”) on the periphery of the Kabombo Dome in North Western Province, Zambia. Kiwara has a market capitalization of approximately GBP105.4 million based on the closing price of GBP0.53 per Kiwara share on AIM on November 20, 2009.
The Licence Area includes the Kalumbila Copper deposit. On October 21, 2009, Kiwara announced the first results of its in-fill drill program at Kalumbila. The program is part of a study by Snowden Mining Consultancy
First Quantum Minerals Ltd. 08-08
DM_TOR/264170-00009/2469708.7
to advise on a pre-feasibility study at Kalumbila. The initial focus of the study is to establish an indicated resource on the open-pittable mineralization identified by drill results to date.
Also contained in the Licence Area are the Kawako Nickel prospect and the Kawanga Uranium prospect. Preliminary drilling carried out to date suggests that both prospects have significant upside potential.