|By Marketwired .||
|January 28, 2014 12:05 AM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 01/28/14 --
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES
First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM) announced today that it has commenced an exchange offer (the "Exchange Offer") to exchange any and all 8.75% Senior Notes due 2020 and 7.50% Senior Notes due 2021 (together the "Existing Notes") issued by Inmet Mining Corporation (now FQM (Akubra) Inc.) ("Akubra"). The Existing Notes will be exchanged for 6.75% Senior Notes due 2020 and 7.00% Senior Notes due 2021, to be issued by First Quantum (together, the "New Notes").
The Exchange Offer is being made in furtherance of the Company's objective to achieve pari passu ranking and credit support among all classes of its capital markets indebtedness, and is part of the Company's plan to streamline its capital and financing structure following the acquisition of Inmet Mining Corporation.
As part of the consideration for the exchange, Akubra is soliciting (the "Solicitation", and together with the Exchange Offer, the "Transaction") customary exit consents from the eligible holders of Existing Notes to amend the terms of the indentures governing the Existing Notes to remove substantially all of the negative covenants, as well as a waiver of any past defaults and claims against Akubra and the Company. Holders of Existing Notes representing that they own approximately 45.5% and 44.2% of the aggregate principal amount of the outstanding Existing 2020 Notes and Existing 2021 Notes, respectively, have given the Company written indications of intent or made legally binding commitments to exchange their Existing Notes in accordance with the terms of the Exchange Offer and Solicitation, subject to certain terms and conditions.
The Transaction will expire at 11:59 p.m. New York City time on February 24, 2014, unless extended or terminated. Valid tenders of the Existing Notes must be made at any time before the Exchange Offer expires. Holders who validly tender their Existing Notes prior to 11:59 p.m. New York City time on February 7, 2014, unless extended (the "Early Tender Time") will be eligible to receive a premium in the form of a larger principal amount of New Notes consideration.
Eligible holders of Existing Notes who desire to tender their Existing Notes must consent to the proposed amendments and may not deliver consents to the proposed amendments without tendering their Existing Notes. If an eligible holder tenders Existing Notes pursuant to the Exchange Offer, such holder will be deemed to consent, with respect to the principal amount of such tendered Existing Notes, to the amendments to the corresponding indenture for such Existing Notes. If the holders of at least a majority in aggregate principal amount of the Existing Notes due 2020 and the Existing Notes due 2021 deliver consents, Akubra will execute supplemental indentures to the indentures governing the Existing Notes, effecting the proposed amendments.
The Transaction is subject to the satisfaction of certain conditions, set forth in the Exchange Offer and Consent Solicitation Memorandum (the "Exchange Offer Memorandum"), which may be obtained from the information agent, D.F. King & Co., Inc. Beneficial holders of Notes must fill out an eligibility letter that may be obtained from D.F. King & Co., Inc., at +1 (212) 269-5550 (toll) or (800) 769-7666 (toll free) or on the following website: http://www.dfking.com/FQM. Additional information concerning the Transactions may be obtained by contacting the information agent.
This press release is for informational purposes only, and the Exchange Offer is being made only pursuant to the terms of the Exchange Offer Memorandum. The Exchange Offer is not being made to, and consents are not being solicited from, holders of Existing Notes in any jurisdiction in which it is unlawful to make such Exchange Offer or conduct such Solicitation or grant such consent. None of the Company, Akubra, the guarantors of the Existing Notes or the New Notes, the information agent, the exchange agent, the trustees under the indentures governing the Existing Notes or the trustee under the New Notes makes any recommendation as to whether or not holders of Existing Notes should participate in the Transaction. Each holder of Existing Notes must make its own decision as to whether or not to participate.
This news release is not, and under no circumstances is to be construed as, an offer to sell, or a solicitation of an offer to buy, any securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the securities referred to herein, and any representation to the contrary is an offense.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Transactions and no decision should be made by any holder of Existing Notes on the basis of this announcement. The complete terms and conditions of the Transactions are described in the Exchange Offer Memorandum. This announcement must be read in conjunction with the Exchange Offer Memorandum, which contains important information which should be read carefully before any decision is made with respect to the Transactions. If any holder of Existing Notes is in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to deliver a consent in respect of such Existing Notes pursuant to the Transactions.
Offer and Distribution Restrictions
None of this announcement, the Exchange Offer Memorandum or any related documents constitute an invitation to participate in the Transactions in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. Persons into whose possession either this announcement or the Exchange Offer Memorandum comes are required by each of the Company, Akubra, the guarantors of the Existing Notes and the New Notes, the information agent and the exchange agent to inform themselves about, and to observe, any such restrictions.
Holders of Existing Notes with questions regarding the transaction procedures should contact the information agent for further information. All other questions concerning the Transactions should be directed to the dealer managers.
Each holder of Existing Notes participating in the Transactions will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Exchange Offer Memorandum. Any consent in respect of Existing Notes delivered pursuant to the Transactions from a holder of Existing Notes that is unable to make these representations will not be accepted. Each of the Company, Akubra, the information agent and the exchange agent reserve the right, in their absolute discretion, to investigate, in relation to any consent in respect of Existing Notes delivered pursuant to the Transactions, whether any such representation given by a holder of Existing Notes is correct and, if such investigation is undertaken and as a result the Company or Akubra determines (for any reason) that such representation is not correct, such consent shall not be accepted.
About First Quantum
First Quantum is a leading international mining company with a global portfolio of copper and nickel assets located in Africa, Australia, South America and Europe. The Company is listed on the Toronto and London Stock Exchanges.
Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of the Solicitation and the anticipated benefits of the Solicitation. 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", "projects", "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.
With respect to forward-looking statements and information contained in this press release, First Quantum has made numerous assumptions. Although management of First Quantum believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature 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. These risks, uncertainties and other factors include, but are not limited to, uncertainties surrounding the Company's capital and financing structure following completion of the Transactions.
See First Quantum's annual information form for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although the Company 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, many of which are beyond its control, which might cause actual results, performances, achievements or events to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
While First Quantum may elect to update the forward-looking statements or information at any time, the Company does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement or information in this press release represent management's estimate as of any date other than the date of this press release.
For further information visit our website at www.first-quantum.com.
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Dec. 4, 2016 05:30 AM EST Reads: 1,749
More and more companies are looking to microservices as an architectural pattern for breaking apart applications into more manageable pieces so that agile teams can deliver new features quicker and more effectively. What this pattern has done more than anything to date is spark organizational transformations, setting the foundation for future application development. In practice, however, there are a number of considerations to make that go beyond simply “build, ship, and run,” which changes how...
Dec. 4, 2016 04:45 AM EST Reads: 4,946
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Dec. 4, 2016 04:30 AM EST Reads: 1,549
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his general session at @DevOpsSummit at 19th Cloud Expo, Phil Hombledal, Solution Architect at CollabNet, discussed how customers are able to achieve a level of transparency that e...
Dec. 4, 2016 04:30 AM EST Reads: 830
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
Dec. 4, 2016 04:00 AM EST Reads: 4,943
Amazon has gradually rolled out parts of its IoT offerings, but these are just the tip of the iceberg. In addition to optimizing their backend AWS offerings, Amazon is laying the ground work to be a major force in IoT - especially in the connected home and office. In his session at @ThingsExpo, Chris Kocher, founder and managing director of Grey Heron, explained how Amazon is extending its reach to become a major force in IoT by building on its dominant cloud IoT platform, its Dash Button strat...
Dec. 4, 2016 04:00 AM EST Reads: 6,221
Internet-of-Things discussions can end up either going down the consumer gadget rabbit hole or focused on the sort of data logging that industrial manufacturers have been doing forever. However, in fact, companies today are already using IoT data both to optimize their operational technology and to improve the experience of customer interactions in novel ways. In his session at @ThingsExpo, Gordon Haff, Red Hat Technology Evangelist, will share examples from a wide range of industries – includin...
Dec. 4, 2016 03:45 AM EST Reads: 1,545
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 4, 2016 02:15 AM EST Reads: 864
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
Dec. 4, 2016 02:00 AM EST Reads: 3,782
Between 2005 and 2020, data volumes will grow by a factor of 300 – enough data to stack CDs from the earth to the moon 162 times. This has come to be known as the ‘big data’ phenomenon. Unfortunately, traditional approaches to handling, storing and analyzing data aren’t adequate at this scale: they’re too costly, slow and physically cumbersome to keep up. Fortunately, in response a new breed of technology has emerged that is cheaper, faster and more scalable. Yet, in meeting these new needs they...
Dec. 4, 2016 12:30 AM EST Reads: 1,783
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, provided an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data professionals...
Dec. 3, 2016 11:00 PM EST Reads: 4,158
"Once customers get a year into their IoT deployments, they start to realize that they may have been shortsighted in the ways they built out their deployment and the key thing I see a lot of people looking at is - how can I take equipment data, pull it back in an IoT solution and show it in a dashboard," stated Dave McCarthy, Director of Products at Bsquare Corporation, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 3, 2016 11:00 PM EST Reads: 961
@DevOpsSummit taking place June 6-8, 2017 at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Dec. 3, 2016 09:30 PM EST Reads: 1,774
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
Dec. 3, 2016 09:30 PM EST Reads: 1,613
The cloud competition for database hosts is fierce. How do you evaluate a cloud provider for your database platform? In his session at 18th Cloud Expo, Chris Presley, a Solutions Architect at Pythian, gave users a checklist of considerations when choosing a provider. Chris Presley is a Solutions Architect at Pythian. He loves order – making him a premier Microsoft SQL Server expert. Not only has he programmed and administered SQL Server, but he has also shared his expertise and passion with b...
Dec. 3, 2016 08:00 PM EST Reads: 3,958