| Mon 23 Nov 2009, 9:15 | | KWR - Kiwara Plc - First Quantum minerals to acquire Kiwara Plc |
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KWR
KWR
KWR - Kiwara Plc - First Quantum minerals to acquire Kiwara Plc
Kiwara Plc
Registration number: 01760458
JSE: KWR
AIM: KIW
ISIN: GB0007702953
("Kiwara" or the "Company")
FIRST QUANTUM MINERALS TO ACQUIRE KIWARA PLC
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
GBP43.68 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.
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 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.
For further information, please visit www.kiwara.co.uk or contact:
Colin Bird, Chairman at +27 (0) 11253 3280
Peter Vivian-Neal at +260 (0) 211 257453
About First Quantum
First Quantum is a growing mining and metals company engaged in mineral
exploration, development and mining. The company produces LME grade "A" copper
cathode, copper in concentrate, gold and sulphuric acid. First Quantum`s
shares are listed for trading on the TSX (symbol: FM) and the LSE (symbol:
FQM). The company has a market capitalization of approximately GBP3.4 billion
based on the closing price on the LSE on November 20, 2009.
First Quantum`s assets in Zambia include the 80% owned Kansanshi open pit
copper-gold mine, the 100% owned Fishtie copper project and the 100% owned
Bwana Mkubwa SX/EW facility and sulphuric acid plants. First Quantum also
holds strategic investments in Mopani Copper Mines (16.9%), operator of the
Nkana underground copper mine and cobalt refinery and the Mufulira underground
copper mine, smelter and copper refinery, as well as Equinox Minerals Ltd.
(16.32%), a publicly-traded company that operates the Lumwana copper mine. In
the Democratic Republic of Congo, First Quantum operates the 95% owned open
pit Frontier copper mine and holds a 65% ownership in the Kolwezi copper-
cobalt tailings project. In Mauritania, First Quantum operates the 80% owned
Guelb Moghrein copper-gold mine. In Finland, the Company owns the 100% Kevitsa
nickel-copper-PGE project.
On Behalf of the Board of Directors
First Quantum Minerals Ltd.
G. Clive Newall
President
Kiwara Plc
Colin Bird
Executive Chairman
Listed in Standard and Poor`s
Enquiries:
Colin Bird
Kiwara plc
Tel: +27 (0) 1125 3280
Clive Newall
First Quantum Minerals Ltd
Tel: +44 140 327 3484
Peter Vivian-Neal
Kiwara plc
Tel: +260 (0) 211 257453
Sharon Loung
First Quantum Minerals Ltd
Tel: +1 647 346 3934 or
+1 888 688 6577
Matthew Robinson / Clive Carver / Ed Frisby
FinnCap
Tel: +44 (0) 20 7600 1658
Simon HockridgeHogarth Partnership Ltd.
Tel: +44 (0) 20 7357 9477
Brian Chistie
Sasfin Capital
Tel: +27 (0) 11 809 7500
Suzanne Johnson-Walsh
Bishopsgate Communications
Tel: +44 (0) 20 7562 3350
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or sell any shares of either First
Quantum or Kiwara or any other securities pursuant to the Offer or otherwise.
The Offer will be made solely by the Scheme document which will contain the
full terms and conditions of the Offer, including details of how the Offer may
be accepted and the Scheme approved, and which will be posted to Kiwara
shareholders in due course.
The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
shareholders will be set out in the Scheme document.
This announcement is not directed to, or intended for distribution or use by,
any person or entity that is a citizen or resident or located in any
jurisdiction where such distribution or use would be contrary to any law or
regulation or would require any registration, licensing or other permission.
Neither this announcement nor any copy of it nor the information contained in
it may be taken or transmitted in or into USA, Republic of Ireland and Japan,
or distributed, directly or indirectly, in or into USA, Republic of Ireland
and Japan, or distributed or redistributed in Japan or to any resident
thereof. Any failure to comply with these restrictions may constitute a
violation of USA, Republic of Ireland and Japanese securities laws. The
distribution of this announcement in other jurisdictions may be restricted by
law, and persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions.
This announcement has been prepared in accordance with English law, the AIM
Rules and the JSE Listings Requirements and information disclosed may not be
the same as that which would have been prepared in accordance with the law of
jurisdictions outside England. The Offer will be subject to the applicable
rules and regulations of the Financial Services Authority, LSE, and the JSE.
This announcement and the information contained herein are not an offer of
securities for sale in the United States. Neither Kiwara nor First Quantum
securities may be offered or sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act of 1933, as
amended. Neither Kiwara nor First Quantum intend to register an offering of
their respective securities in the United States or to conduct a public
offering of any of their respective securities in the United States.
Neither Kiwara nor First Quantum`s securities have been or will be registered
under the applicable securities laws of any state or jurisdiction of USA,
Republic of Ireland and Japan and, subject to certain exceptions, may not be
offered or sold within USA, Republic of Ireland and Japan or to or for the
benefit of any national, resident or citizen of USA, Republic of Ireland and
Japan.
Certain statements in this announcement constitute "forward-looking
statements". Such forward-looking statements or information include but are
not limited to statements or information with respect to future price of
copper or gold, estimation of mineral reserves and mineral resources, our
exploration and development program, estimated future expenses, exploration
and development capital requirements, and our goals and strategies. Often,
but not always, forward-looking statements or information can be identified by
the use of words such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate" or "believes" or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved. These
statements reflect the beliefs and expectations of the First Quantum and
Kiwara directors and are subject to risks and uncertainties that may cause
actual results to differ materially. These risks and uncertainties include,
among other factors, changing business or other market conditions and the
prospects for growth anticipated by the management of Kiwara and First
Quantum. These and other factors could adversely affect the outcome and
financial effects of the plans and events described herein. As a result, you
are cautioned not to place undue reliance on such forward-looking statements.
First Quantum, Kiwara and their respective advisors and each of their
respective members, directors, officers and employees disclaim any obligation
to update their view of such risks and uncertainties or to publicly announce
the result of any revision to the forward-looking statements made herein,
except where it would be required to do so under applicable law. With respect
to forward-looking statements and information contained herein, First Quantum
and Kiwara have made numerous assumptions including among other things,
assumptions about the price of copper and gold, anticipated costs and
expenditures and our ability to achieve our goals. Although their respective
managements believe that the assumptions made and the expectations represented
by such statements or information are reasonable, there can be no assurance
that a forward-looking statement or information herein will prove to be
accurate. Forward-looking statements and information by their nature are
based on assumptions and involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements or information.
See First Quantum`s annual information form and our quarterly and annual
management`s discussion and analysis for additional information on risks,
uncertainties and other factors relating to the forward-looking statements and
information. Although First Quantum has attempted to identify factors that
would cause actual actions, events or results to differ materially from those
disclosed in the forward-looking statements or information, there may be other
factors that cause actual results, performances, achievements or events not to
be anticipated, estimated or intended. Also, many of the factors are beyond
First Quantum`s control. Accordingly, readers should not place undue reliance
on forward-looking statements or information. First Quantum undertake no
obligation to reissue or update forward-looking statements or information as a
result of new information or events after the date hereof except as may be
required by law. All forward-looking statements and information made herein,
are qualified by this cautionary statement.
Nothing in this announcement is intended, or is intended to be construed, as a
forecast, projection or estimate of the future financial performance of First
Quantum or Kiwara.
Johannesburg
23 November 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 23/11/2009 09:15:01 Produced by the JSE SENS Department.
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