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LONDON,
UNITED KINGDOM--(Marketwire - June 19, 2009)
- African Copper PLC (AIM: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
ZCI and ACU are pleased to announce that, on 18 June 2009, they entered
into a new term loan facility agreement ("Term Loan
Facility") to refinance the existing bridge loan facilities
("Bridge Loans") made by ZCI to ACU's
wholly owned subsidiary Messina Copper (Botswana) (Proprietary) Limited
("Messina") and which were guaranteed by the African Copper
Group. The Term Loan Facility will put ACU's
borrowings from ZCI onto a more permanent footing. The principal terms
of the Term Loan Facility are as follows:
- The Term Loan Facility is for an aggregate amount up to US$31,129,100
which may only be used by Messina
to repay the Bridge Loans.
- Tranche A of the Term Loan Facility in an amount of US$8,379,100 is
convertible into ordinary shares of 1p each in ACU at a conversion
price of 1p per share ("Tranche A"). The maximum aggregate
number of new ordinary shares which may be issued pursuant to the
conversion rights attaching to Tranche A is 556,307,263 new ordinary shares
(subject to usual adjustments), which would, were Tranche A to be
converted in full, increase ZCI's interest in
the enlarged issued share capital of the Company from 82.16 per cent. to 89.36 per cent.
- Tranche B of the Term Loan Facility is for an amount up to
US$22,750,000 and is not convertible ("Tranche B").
- Tranche A will bear interest at 12 per cent. per
annum and Tranche B will bear interest at 14 per cent. per annum.
- Both Tranche A and Tranche B are repayable four years following the
date upon which the Term Loan Facility becomes effective unless Messina is in
default under the agreement in which event the Term Loan Facility will
become immediately due and repayable.
- The Term Loan Facility will not become effective until, inter alia, the
shareholders of ZCI have approved the Term Loan Agreement and the
security over Messina's
assets, including the Mowana Mine, has become
effective. The approval of ZCI's shareholders
is expected to occur in September 2009 and security is expected to become
effective during July 2009.
- The Term Loan Facility contains typical covenants, warranties and
events of default for an agreement of this nature.
- The Term Loan Facility has been guaranteed by ACU and all other ACU
group companies.
In view of ZCI's shareholding in ACU, ZCI is
considered to be a substantial shareholder under the AIM Rules and as a
result is considered to be a "related party" for the purposes
of the AIM Rules. The independent Directors of ACU consider, having
consulted with ACU's nominated adviser, Numis Securities Limited, that the terms of the
Term Loan Facility are fair and reasonable insofar as shareholders of
ACU are concerned.
In view of ZCI's shareholding in ACU, ACU has
also resolved to change its accounting reference date to coincide with
that of ZCI. Accordingly, ACU will extend its current accounting
reference period to end on 31 March 2010.
Commenting on the Term Loan Facility, ACU's
deputy Chairman Dave Jones said:
"I am delighted that we have agreed terms with ZCI to put our loan
facilities onto a more permanent footing, and look forward to working
with ZCI to bring the Mowana Mine back into
production."
Commenting on the Term Loan Facility, ZCI Chairman Tom Kamwendo said:
"ZCI is pleased to have concluded the last major outstanding
agreement in its deal with ACU. The Term Loan Facility puts ACU on a
financially stable footing and allows ZCI and ACU to focus all of their
efforts on bringing the Mowana mine back into
production."
ZCI John Kleynhans +35 24 025 05 427 iCapital (Financial Adviser to ZCI) Jordan Soko/ Ken Muyangwa +260 211 256 657 Canaccord Adams Limited (Financial Robert Finlay/ Mike Jones/ Adviser to ZCI) Andrew Chubb +44 207 050 6500 Bridge Capital Advisors (Pty) Limited (Sponsors to ZCI) Pieter Veldtman/ Zayd Laher +27 (0) 11 268 6231 College Hill (Public Relations adviser to ZCI) Paddy Blewer (UK) +44 207 457 2020 Jacques de Bie (SA) +27 (0) 11 447 3030 African Copper PLC Chris Fredericks/ Brad Kipp +27 (11) 467 2360/ (416) 847 4866 Numis Securities John Harrison (Nominated Advisor)/ Limited James Black (Corporate Broker) +44 (9) 20 7260 1000
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 dual-listed on the AIM market of the London 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 Term Loan
Facility 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 Term Loan Facility or for providing advice in
relation to the Term Loan Facility 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 Term Loan Facility 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 Term Loan
Facility or for providing advice in relation to the Term Loan Facility
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 conditions to the Term Loan
Facility becoming effective, the anticipated dilutive effect of the
above transactions contemplated by the Term Loan Facility, the
anticipated stakeholder value that may result from such transactions
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 Term Loan Facility 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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