14, 2012 (unless the Offer is further extended or
withdrawn).
Since the initial announcement of the takeover bid on
September 29, 2011, and as previously announced, Anvil and
MMR have been consulting with stakeholders in the Democratic
Republic of Congo ("DRC"). Anvil is now pleased to report
that it has reached agreement with La Générale des Carrières
et des Mines Sarl ("Gécamines") on the terms of revised
commercial agreements, which include the acknowledgement and
welcome by Gécamines of the change of control of Anvil that
will result from completion of the Offer. In addition, Mining
Company Katanga SPRL ("MCK"), which has a 5% interest in the
Kinsevere Project, has also acknowledged and welcomed the
acquisition of control of Anvil that will result from
completion of the Offer and further agreed to suspend the
potential claims it had previously raised for a period of six
months in order to allow MMR to integrate Anvil into its
business.
MMR has advised Anvil that the terms of the agreements with
Gécamines and the acknowledgement and welcome by MCK are
satisfactory to it. Completion of the Offer continues to be
subject to the approval of MMR's shareholders.
The agreements with Gécamines cover both the Kinsevere
Project and the Mutoshi Project and include confirmation that
Anvil's title to the Kinsevere and Mutoshi Projects is valid
and in good standing, agreement that all claims and historic
allegations of breach are cured, and payments by Anvil to
Gécamines in the amount of $55 million.
These payments include a commercial payment to restructure
certain terms of the agreements governing the Kinsevere
Project and the Mutoshi Project and a pre-payment of
royalties on
normal commercial terms. Anvil will also pay a tonnage based
cash payment for new copper reserves discovered at the
Kinsevere Project.
Upon a change of control of Anvil, Trafigura Beheer B.V.
("Trafigura"), Anvil's major shareholder and the lender under
Anvil's project loan facility for the Kinsevere Project, has
the option to require payment in full of its project loan
facility. The current principal amount outstanding under the
facility is $43 million as of the end of January 2012.
Trafigura has agreed not to exercise this option for 90 days
following the change of control of Anvil, to assist Anvil in
meeting the financial obligations under its agreements with
Gécamines.
In return for MCK suspending its previous claims, Anvil has
agreed to waive its pre-emptive rights, on a one-time basis,
should MCK elect to transfer its 5% interest in the Kinsevere
Project to a third party.
Under the agreements with Gécamines, $12.5 million of the
royalty pre-payment will be payable by Anvil at signing of
the agreements with Gécamines and the balance, including
the
$15 million commercial payment, will be payable upon
completion of the change of control of Anvil. If for any
reason the Offer is not completed, Anvil may affirm the
agreements with Gécamines, in which event the pre-paid
royalty will be reduced to $10 million and the excess
$2.5 million of pre-paid royalty paid at signing of the
agreement with Gécamines will be credited to the commercial
payment. Anvil will also pay Gécamines $35 per tonne for new
copper reserves discovered at the Kinsevere Project.
Restructuring of the agreements with Gécamines will also
include a limited right for Gécamines to audit past royalties
paid to it for a period of 6 months; clarification that any
future ultimate change of control will be assessed by
Gécamines based only on a financial and technical assessment,
as well as any material adverse impact on Gécamines'
activities; a
12-month option in favour of Gécamines to purchase Anvil's
interest in the Mutoshi Project for $52.5 million; and an
agreement to negotiate in good faith to replace the
agreements currently in place with respect to the Mutoshi
Project. If Gécamines does not exercise its option, Anvil
will have three years to complete a feasibility study for the
Mutoshi Project.
The Kinsevere Project is currently held by a Congolese
company that holds a lease from Gécamines of the underlying
mineral tenures. The Congolese company is held as to a 95%
interest by Anvil and as to a 5% interest by MCK.
The Mutoshi Project is held by Société Minière de Kolwezi
SPRL ("SMK"), which is held as to 70% by Anvil (through a DRC
subsidiary) and 30% by Gécamines. As already announced, MMR
and Anvil previously agreed that Anvil's 70% interest in the
Mutoshi Project has a value of US$52.5 million.
The Offeror has retained Kingsdale Shareholder Services Inc.
("Kingsdale") as information agent to respond to inquiries
from Anvil shareholders regarding the Offer. Kingsdale may be
contacted toll-free at 1-866-581-1392 or collect from outside
North America at +1-416-867-
2272. The Depositary for the Offer is Computershare Investor
Services Inc. Inquiries should be directed to 1-800564-6253
or corporateactions@computershare.com.
This news release is for information purposes only and is not
a substitute for the filed Offer and takeover bid circular
and Anvil directors' circular. There can be no assurance that
the conditions of the Offer will be satisfied, or that the
transaction will be completed as proposed, or at all.
2
Anvil Mining Limited is a copper producer whose shares are traded on the Toronto Stock Exchange (as Common Shares) and the Australian Securities Exchange (as CDIs) under the symbol AVM.
For further information, please contact: Darryll Castle Robert La Vallière
President & CEO Vice President Corporate Affairs
Tel: +27 (11) 750 6876 Tel: (Office) +1 (514) 448 6664 (Cell)
+1 (514) 944 9036
Email: darryllc@anvilmining.comEmail: robertl@anvilmining.com
(Johannesburg) (Montréal)
This news release contains "forward-looking statements" and "forward-looking information", based on assumptions and judgments of management regarding future events and results. Such "forward-looking statements" and "forward- looking information may include, but is not limited to, the completion of agreements with DRC stakeholders and the Offer (as defined). Many of these assumptions are based on factors and events that are not within the control of Anvil and there is no assurance they will prove to be correct. Often, but not always, forward-looking information can be identified by the use of words such as "intends" (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "would", or "will" be taken, occur or be achieved. The purpose of forward-looking information is to provide the reader with information about management's expectations regarding the agreements with DRC stakeholders and the Offer. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Anvil to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. There can be no assurance that the agreements with the DRC stakeholders or the Offer will be completed. There can be no assurance that forward-looking information will prove to be accurate. Accordingly, readers should not place undue reliance on forward looking information.
3
distribué par | Ce noodl a été diffusé par Anvil Mining Limited et initialement mise en ligne sur le site http://www.anvil.com.au. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-02-10 21:02:59 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
10 February 2012 - Anvil Mining Reaches Agreements with DRC Stakeholders Regarding Takeover by Minmetals |