Welcome!

News Feed Item

First Quantum Minerals Commences Exchange Offer and Consent Solicitation

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.

Forward-Looking Information

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
The IETF draft standard for M2M certificates is a security solution specifically designed for the demanding needs of IoT/M2M applications. In his session at @ThingsExpo, Brian Romansky, VP of Strategic Technology at TrustPoint Innovation, will explain how M2M certificates can efficiently enable confidentiality, integrity, and authenticity on highly constrained devices.
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
Struggling to keep up with increasing application demand? Learn how Platform as a Service (PaaS) can streamline application development processes and make resource management easy.
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
In the world of DevOps there are ‘known good practices’ – aka ‘patterns’ – and ‘known bad practices’ – aka ‘anti-patterns.' Many of these patterns and anti-patterns have been developed from real world experience, especially by the early adopters of DevOps theory; but many are more feasible in theory than in practice, especially for more recent entrants to the DevOps scene. In this power panel at @DevOpsSummit at 18th Cloud Expo, moderated by DevOps Conference Chair Andi Mann, panelists will dis...
Many private cloud projects were built to deliver self-service access to development and test resources. While those clouds delivered faster access to resources, they lacked visibility, control and security needed for production deployments. In their session at 18th Cloud Expo, Steve Anderson, Product Manager at BMC Software, and Rick Lefort, Principal Technical Marketing Consultant at BMC Software, will discuss how a cloud designed for production operations not only helps accelerate developer...
We’ve worked with dozens of early adopters across numerous industries and will debunk common misperceptions, which starts with understanding that many of the connected products we’ll use over the next 5 years are already products, they’re just not yet connected. With an IoT product, time-in-market provides much more essential feedback than ever before. Innovation comes from what you do with the data that the connected product provides in order to enhance the customer experience and optimize busi...
Much of the value of DevOps comes from a (renewed) focus on measurement, sharing, and continuous feedback loops. In increasingly complex DevOps workflows and environments, and especially in larger, regulated, or more crystallized organizations, these core concepts become even more critical. In his session at @DevOpsSummit at 18th Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, will show how, by focusing on 'metrics that matter,' you can provide objective, transparent, and meaningfu...
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
If there is anything we have learned by now, is that every business paves their own unique path for releasing software- every pipeline, implementation and practices are a bit different, and DevOps comes in all shapes and sizes. Software delivery practices are often comprised of set of several complementing (or even competing) methodologies – such as leveraging Agile, DevOps and even a mix of ITIL, to create the combination that’s most suitable for your organization and that maximize your busines...
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, will discuss how leveraging the Industrial Interne...
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...