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LONDON,
UNITED KINGDOM--(Marketwire - May 13, 2009) - African Copper Plc
(AIM:ACU)(TSX:ACU)(BOTSWANA:AFRICAN COPPER) -
Zambia Copper Investments Limited
(Registered in Bermuda)
(South African registration number 1970/000023/10)
JSE share code: ZCI & ISIN: BMG988431240
Euronext share code: BMG988431240
Zambia Copper Investments Limited ('ZCI') and African Copper Plc
('ACU')
Amended Agreement between African Copper and Zambia Copper Investments
Further to their joint announcement on 11 May 2009, ZCI and ACU are
pleased to announce that they have on 12 May 2009 entered into amended
versions of the binding agreements pursuant to which ZCI has agreed to
provide ACU with a comprehensive financing package of approximately
US$22.5 million (the "Financing Package"). Except as detailed
below, the terms of the Financing Package are unchanged from those
announced on 11 May 2009.
Bridge loan
The 10 million Dollar bridge loan (the "Bridge Loan") will
now be available in two tranches as follows:
an initial tranche ("Tranche A") of up to $7,000,000 of
which:
- $5 million has been drawn down by ACU for the purpose ofrepaying indebtedness owing to Natasa Mining Limited, for professional fees and for other authorised expenditures; - an amount of up to $2 million to be drawn down and used to make payment of the outstanding interest due on ACU's Pula bond (the "Bond"). $1.75 million has been drawn down and used to make this payment; and - will, from the date of any draw-down of monies under Tranche B, bear interest of twelve per cent. (12%) per annum; and a second tranche ("Tranche B") of an amount equal to US$10 million less the amount of Tranche A (but being no less than $3 million) that: - will be available following the execution of a compromise agreement with Read, Swatman & Voigt (Pty) Limited ("RSV") and security for the Bridge Loan having become effective; - will be available for the purpose of making an interim payment to RSV of amounts owed to them, as described below and for other authorised expenditures; and - will bear interest of twelve per cent. (12%) per annum.
Trade
creditors
As announced on 12 May 2009, ACU and ZCI have entered into a binding
debt assignment agreement with Moolman Mining Botswana (Pty) Limited
("Moolman") pursuant to which Moolman assigned its 60 million
Pula plus VAT (approximately US$8 million at an exchange rate of
US$1/7.5 Pula) outstanding debt (the "Moolman Debt") to ZCI
at a price equal to 50 percent of the face value of the Moolman Debt
plus the full amount of invoiced VAT. The amount of the VAT will be
refunded by ACU to ZCI upon recovery by ACU.
Further, ZCI has today entered into a binding debt assignment agreement
(the "Senet Agreement") with ACU's engineering procurement
contractor Senet CC ("Senet") pursuant to which Senet
assigned its ZAR 17,002,545 (approximately US$2 million at an exchange
rate of US$1/ZAR8.44) outstanding debt (the "Senet Debt") to
ZCI at a price equal to 50 percent of the face value of the Senet Debt.
As with the Moolman Debt, in order to help secure ACU's future and to
accelerate the recommencement of mining operations at what is an
important mine in Botswana, ZCI has agreed with ACU that it will not
seek repayment of the Senet Debt until at least the completion of the
Financing Package.
As a result of the Senet Agreement, Senet will not be taking up its
portion of the offer to large trade creditors outlined in the
announcement of the Financing Package.
ZCI still proposes that RSV, ACU's remaining large trade creditor,
would be paid in cash 40 percent of monies owed and issued with
approximately 1,631,766 new ordinary shares in full and final
settlement of debts due from ACU. Following completion of the Financing
Package, RSV would have an interest of 0.2 percent of the enlarged ACU
share capital. The payment to RSV would be made in two equal
instalments with an interim payment of half the amount made upon the
availability of Tranche B of the Bridge Loan and the other half paid at
completion of the financing transactions.
Small creditors will still be repaid in full in cash from the proceeds
of the Financing Package as their debts become due.
Bondholders
Utilising the additional funds available to ACU under Tranche A of the
Bridge Loan, ACU has today made a payment (the "Interest
Payment") of 12,250,000 Pula (approximately $1.75 million at an
exchange rate of US$1/7.0 Pula) to the trustee of the Bonds for
immediate payment to the bondholders of the outstanding interest due on
the Bonds.
Shareholdings
The proposed post-Financing Package shareholding structure following
the revisions detailed above would be as follows:
Description New Share Structure Ordinary Shares % of total Shares to be issued to large trade creditors 1,631,766 0.20 Existing shares in issue 146,859,000 17.80 Shares to be issued to ZCI 676,570,500 82.00 TOTAL 825,061,266 100.00
The numbers set out above assume that the
Convertible Loan Facility has not been converted into ordinary shares
of ACU. Were the Convertible Loan Facility to be converted in full the
new share structure would be as follows:
Description New Share Structure Ordinary Shares % of total Shares to be issued to large trade creditors 1,631,766 0.12 Existing shares in issue 146,859,000 10.61 Shares to be issued to ZCI 1,235,191,233 89.27 TOTAL 1,383,681,999 100.00
Timetable
The proposed timetable remains unchanged.
Commenting on the Financing Package, ZCI Chairman Tom Kamwendo said:
"The board of ZCI believes the amendments to the financing package
allowing ACU to put the Bond back into good standing and the agreement
with Senet demonstrates our determination to get Mowana back into
production."
Commenting on the Financing Package, ACU's deputy Chairman Dave Jones
said:
"The board of ACU are very pleased with these developments and
will continue to work with ZCI to deliver a deal that provides value
for all stakeholders."
About ZCI
ZCI is a Johannesburg Stock Exchange ('JSE') and Euronext (Paris)
listed, Bermuda incorporated, mining investment company. ZCI previously
owned 65 per cent. (subsequently sold down to 28 per cent. in 2005) of
the Konkola Copper Mine ('KCM') in Zambia but sold its residual stake
in 2008 and is looking to invest in Africa-based mining companies.
About ACU
ACU is an international exploration and development company
incorporated in England and Wales and tri-listed on the AIM market of
the London Stock Exchange, the Toronto Stock Exchange and the Botswana
Stock Exchange. ACU is involved in the exploration and development of
copper deposits in Botswana and is currently developing its first
copper mine at the Mowana Mine and holds permits in exploration
properties at the Matsitama Project. The Mowana Mine is located in the
northeastern portion of Botswana and the Matsitama Project is
contiguous to the southern boundary of the Mowana Mine.
Canaccord Adams Limited, which is authorised and regulated by the
Financial Services Authority (the 'FSA'), is acting exclusively for ZCI
and no-one else in relation to the Financing Package and will not be
responsible to any person other than ZCI under the Financial Services
and Markets Act 2000, the rules of the FSA or otherwise for providing
the protections afforded to its clients or for any matter concerning
the Financing Package or for providing advice in relation to the
Financing Package or in relation to the contents of this announcement
or any other transaction, arrangement or matter referred to herein.
Canaccord Adams Limited can be contacted at Cardinal Place, 7th Floor,
80 Victoria Street, London SW1E 5JL.
Numis Securities Limited, which is authorised and regulated by the FSA,
is acting exclusively for ACU and no-one else in relation to the
Financing Package and will not be responsible to any person other than
ACU under the Financial Services and Markets Act 2000, the rules of the
FSA or otherwise for providing the protections afforded to its clients or
for any matter concerning the Financing Package or for providing advice
in relation to the Financing Package or in relation to the contents of
this announcement or any other transaction, arrangement or matter
referred to herein. Numis Securities Limited can be contacted at The
London Stock Exchange Building, 10 Paternoster Square London EC4M 7LT.
The release, publication or distribution of this announcement into
certain jurisdictions other than the United Kingdom and Canada may be
restricted by law and therefore persons in such jurisdictions into
which this announcement is released, published or distributed should
inform themselves about and observe any such restrictions. Any failure
to comply with any such restrictions may constitute a violation of the securities
laws or regulations of such jurisdictions.
Forward-Looking Information
This press release contains forward-looking information. All
statements, other than statements of historical fact, that address
activities, events or developments that may occur in the future
(including, without limitation, the anticipated dilutive effect of the
above transactions contemplated by the Financing Package, the
anticipated stakeholder value that may result from such transactions,
the proposed arrangements with ACU's creditors and bondholders and
other statements which are not historical facts) are forward-looking
information. Forward-looking information is subject to a number of
risks and uncertainties that may cause the actual results of ACU to
differ materially from those discussed in the forward-looking
information, and even if such actual results are realized or
substantially realized, there can be no assurance that they will have
the expected consequences to, or effects on, ACU. Factors that could
affect the transactions described above (and ACU's future viability as
a going concern) include the failure to complete the ZCI transactions
as result of the non-fulfilment of the conditions precedent. All
forward-looking information speaks only as of the date hereof and,
except as may be required by applicable securities laws, ACU disclaims
any intent or obligation to update any forward-looking information,
whether as a result of new information, future events or results or
otherwise. Although ACU believes that its expectations reflected in the
forward-looking information, as well as the assumptions inherent
therein, are reasonable, forward-looking information is not a guarantee
of future performance and, accordingly, undue reliance should not be
put on such information due to the inherent uncertainty therein.
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