Welcome!

News Feed Item

First Quantum Minerals Commences 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 a consent solicitation (the "Solicitation") with respect to certain proposed amendments (the "Proposed Amendments") to the indenture dated October 10, 2012 (the "Indenture") governing the Company's outstanding 7.25% Senior Notes due 2019 (Regulation S Notes: CUSIP C3535C AB4/ISIN USC3535CAB49; Rule 144A Notes: CUSIP 335934 AA3/ISIN US335934AA33) (the "Notes").

The Company is soliciting the consents as part of its plan to streamline its capital and financing structure (including the applicable covenant restrictions) following the acquisition of Inmet Mining Corporation (now FQM (Akubra) Inc.) in March 2013 (the "Inmet Acquisition"). More specifically, the Company and FQM (Akubra) Inc. ("Akubra") have commenced an exchange offer and consent solicitation (the "Exchange Offer") to eligible holders of the 8.75% Senior Notes due 2020 and 7.50% Senior Notes due 2021 issued by Akubra (the "Inmet Notes") to exchange the Inmet Notes for new notes which will be issued by the Company. By soliciting the consents, the Company is primarily seeking to more closely align the covenants included in the Indenture and the covenants included in the indentures that will govern the new notes to be issued by the Company in the Exchange Offer. Certain of the changes to the Indenture are intended to improve the Company's financial flexibility given the larger size and scale of the Company subsequent to the Inmet Acquisition. In return, the Company is offering additional guarantees from its subsidiaries in furtherance of the objective to achieve pari passu ranking and credit support among all classes of its capital markets indebtedness, including the Notes and the new notes to be issued by the Company in the Exchange Offer.

The Company will make a cash payment (the "Consent Payment") of $10.00 per $1,000 in principal amount of Notes to each holder of Notes who has validly delivered a duly executed consent on or prior to the Expiration Time (as defined below) and who has not validly revoked such consent.

The Proposed Amendments will not become effective unless holders of at least a majority in aggregate principal amount outstanding of the Notes validly deliver and do not validly revoke consents in the Solicitation. If they become effective, the Proposed Amendments will, among other things, increase in certain circumstances the amount of investments that the Company can make, and the amount of secured and unsecured debt that the Company can incur, under the Indenture.

The record date to determine holders of the Notes entitled to consent is January 27, 2014. The Solicitation will expire at 5:00 p.m., New York City time, on February 7, 2014 (the "Expiration Time"), unless the period is extended by the Company. Holders may validly revoke their consent prior to the execution of the supplemental indenture giving effect to the Proposed Amendments, which may be earlier than the Expiration Time.

The complete terms and conditions of the solicitation are described in the Consent Solicitation Statement dated January 27, 2014 (the "Solicitation Statement"), copies of which may be obtained by contacting D.F. King & Co, Inc., the information and tabulation agent for the Solicitation, at +1 (212) 269-5550 (toll) or (800) 769-7666 (toll free). Beneficial holders of Notes must fill out an eligibility letter that may be obtained from D.F. King & Co., Inc. or on the following website: http://www.dfking.com/FQM. Additional information concerning the Solicitation may be obtained by contacting the solicitation agents as set out in the Solicitation Statement.

This press release is for informational purposes only, and the Solicitation is being made only pursuant to terms of the Solicitation Statement. The Solicitation is not being made to, and consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such consent. None of the Company, the guarantors of the Notes, the solicitation agents, the information and tabulation agent or the trustee under the Indenture makes any recommendation as to whether or not holders of Notes should deliver any consents. Each holder of Notes must make its own decision as to whether or not to deliver a consent.

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 Solicitation and no decision should be made by any holder of Notes on the basis of this announcement. The complete terms and conditions of the Solicitation are described in the Solicitation Statement. This announcement must be read in conjunction with the Solicitation Statement. The Solicitation Statement contains important information which should be read carefully before any decision is made with respect to the Solicitation. If any holder of Notes is in any doubt as to the contents of this announcement or the Solicitation Statement 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 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 Notes pursuant to the Solicitation.

Offer and Distribution Restrictions

None of this announcement, the Solicitation Statement or any related documents constitute an invitation to participate in the Solicitation 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 Solicitation Statement comes are required by each of the Company, the guarantors of the Notes, the solicitation agents and the information and tabulation agent to inform themselves about, and to observe, any such restrictions.

Holders of Notes with questions regarding the consent procedures should contact the information and tabulation agent for further information. All other questions concerning the Solicitation should be directed to the solicitation agents.

Each holder of Notes participating in the Solicitation will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Solicitation Statement. Any consent in respect of Notes delivered pursuant to the Solicitation from a holder of Notes that is unable to make these representations will not be accepted. Each of the Company, the solicitation agents and the information and tabulation agent reserve the right, in their absolute discretion, to investigate, in relation to any consent in respect of Notes delivered pursuant to the Solicitation, whether any such representation given by a holder of Notes is correct and, if such investigation is undertaken and as a result the Company 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 Solicitation.

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.

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
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, 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. Meanwhile, 94% of enterpri...
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet. In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
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.
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. ...
SYS-CON Events announced today Telecom Reseller has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Pulzze Systems was happy to participate in such a premier event and thankful to be receiving the winning investment and global network support from G-Startup Worldwide. It is an exciting time for Pulzze to showcase the effectiveness of innovative technologies and enable them to make the world smarter and better. The reputable contest is held to identify promising startups around the globe that are assured to change the world through their innovative products and disruptive technologies. There w...
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...
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.