LONDON, May 22, 2013 /CNW/ - The boards of Afferro
Mining Inc. ("Afferro") and International Mining &
Infrastructure Corporation plc ("IMIC") are pleased to announce
that they have agreed terms in-principle, for the proposed
acquisition of Afferro by IMIC, which Afferro's Board intends to
recommend to its shareholders, subject to the completion of
relevant documentation including satisfactory final financing
arrangements, and the receipt of a fairness opinion from its
financial adviser as to its terms of the proposed offer.
Under the agreed terms, IMIC will offer for each
share of Afferro:
- 80p in cash, plus
- a 2-year convertible loan note of with principal value of
40p.
This combination of cash and convertible loan
notes, which values the current issued share capital of Afferro at
approximately US$190 million,
replaces the three options proposed in IMIC's announcement dated
17 April 2013.
The convertible loan notes will carry a coupon
of 8%, which will be rolled up and paid at the end of the 24 month
term. Upon maturity, the notes together with any accrued interest
will be paid in either cash or convert to the equivalent value in
IMIC shares at the time of conversion, at IMIC's discretion.
IMIC intends to acquire Afferro by way of a Plan
of Arrangement in Canada which
requires the approval of at least two thirds of Afferro's
shareholders. In addition, the proposed acquisition of Afferro by
IMIC will be subject, inter alia, to the approval of IMIC
shareholders and the completion of the documentation required to
implement a reverse takeover under the AIM Rules of the London
Stock Exchange. The notices convening the relevant General Meetings
will be announced in due course by IMIC and by Afferro.
The Board of Afferro, which in aggregate holds
6.3% of Afferro's share capital, has confirmed that it will be
voting in favour of the Offer subject to the above conditions, as
will IMIC, which holds 5% of the current issued share capital of
Afferro.
David
Netherway, Chairman of Afferro, said: "We have developed
a world class asset in the Nkout Project, which, along with our
other iron ore projects, is in a substantial new iron ore corridor
running through Cameroon. It has
been of the foremost importance for the Board of Afferro to come
back to shareholders with a revised and simplified offer to best
optimise their returns. The Board believes that the 120p per share
proposal offers good value and the ability for further upside with
the exposure to the strong relationships built by IMIC with the key
consumer that is China."
Haresh
Kanabar, Chairman of IMIC, said: "We are delighted to
agree the terms of the proposed offer for Afferro with the board of
Afferro. We believe that the combination of IMIC and Afferro is
highly attractive in that it brings together Afferro's high quality
African iron ore assets with a deliverable infrastructure and
offtake solution."
About IMIC
International Mining Infrastructure Corporation
plc (IMIC), in conjunction with its privately held strategic
partner African Iron Ore Group (AIOG), is working to unlock value
in the metals and mining industry in West and Central Africa by providing infrastructure
solutions, for railways, deep-water ports, power and/or iron ore
beneficiation, that will allow the region's emerging iron ore
projects to develop into globally significant export
operations.
IMIC and AIOG are well positioned to partner
African host countries in the delivery of infrastructure
arrangements, and to assist with initiatives that best address the
long-term aspirations of their governments and people.
China, as
consumer of 70% of the world's seaborne iron ore, is key to this
opportunity. A best in breed alliance of Chinese construction and
equipment groups and iron ore off-takers has been carefully
assembled to provide funding and delivery of projects and onward
sale of iron ore.
AIOG's major infrastructure project, in
partnership with IMIC, is the Simandou South iron ore project in
the Republic of Guinea, where
there is an agreement with the Guinean government to deliver a
multi-purpose, multi-user infrastructure solution which ultimately
could become the backbone of the country's transport network.
IMIC also takes strategic stakes in junior
miners with the intention of benefiting from the uplift in value
once an infrastructure solution is initiated.
IMIC shares are traded on the London Stock
Exchange's AIM market under the ticker symbol IMIC.
About Afferro Mining Inc:
Afferro is an established exploration and
development company listed on the TSX-V (AFF) and AIM (AFF).
Afferro's portfolio includes the 100% owned Nkout, Ntem and
Akonolinga iron ore projects. It also holds a 70% interest in the
Ngoa project, an exploration target bordering Nkout. All projects
are subject to government rights. Nkout has a National Instrument
43-101 ("NI 43-101") compliant Indicated Mineral Resource Estimate
of 1.19Bt at 32.9% Fe and an Inferred Mineral Resource Estimate of
1.33Bt at 30.3% Fe. In addition Nkout has a NI 43-101 compliant
Preliminary Economic Assessment ("PEA") which indicates that the
project is economically viable. Ntem comprises a NI 43-101
compliant Indicated Mineral Resource Estimate of 39.1Mt at 34.0% Fe
and an Inferred Mineral Resource Estimate of 76.4Mt at 34.2% Fe.
The Company had cash, cash equivalents and short-term deposits
totaling $89m on the 31 December 2012 and is fully funded for at least
the next two years.
SOURCE Afferro Mining Inc.