|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.
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
Aug. 29, 2016 03:00 AM EDT Reads: 2,401
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Aug. 29, 2016 02:15 AM EDT Reads: 1,820
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Aug. 29, 2016 02:15 AM EDT Reads: 2,205
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Aug. 29, 2016 01:45 AM EDT Reads: 2,174
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Aug. 29, 2016 01:15 AM EDT Reads: 3,012
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
Aug. 29, 2016 01:00 AM EDT Reads: 2,230
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Aug. 29, 2016 12:00 AM EDT Reads: 1,894
Actian Corporation has announced the latest version of the Actian Vector in Hadoop (VectorH) database, generally available at the end of July. VectorH is based on the same query engine that powers Actian Vector, which recently doubled the TPC-H benchmark record for non-clustered systems at the 3000GB scale factor (see tpc.org/3323). The ability to easily ingest information from different data sources and rapidly develop queries to make better business decisions is becoming increasingly importan...
Aug. 28, 2016 11:15 PM EDT Reads: 2,153
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Aug. 28, 2016 10:30 PM EDT Reads: 4,061
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Aug. 28, 2016 08:30 PM EDT Reads: 1,845
Deploying applications in hybrid cloud environments is hard work. Your team spends most of the time maintaining your infrastructure, configuring dev/test and production environments, and deploying applications across environments – which can be both time consuming and error prone. But what if you could automate provisioning and deployment to deliver error free environments faster? What could you do with your free time?
Aug. 28, 2016 08:15 PM EDT Reads: 1,957
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
Aug. 28, 2016 07:30 PM EDT Reads: 717
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Aug. 28, 2016 06:30 PM EDT Reads: 1,638
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Aug. 28, 2016 06:00 PM EDT Reads: 1,949
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Aug. 28, 2016 05:30 PM EDT Reads: 798