VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 27, 2011) -
(All figures expressed in US dollars, unless otherwise noted)
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
First Quantum Minerals Ltd. ("First Quantum", the "Company" or the "Issuer") (News - Market indicators)(LSE:FQM) is pleased to announce that it intends to offer to holders (the "Bondholders"), of its $500,000,000, 6% Convertible Bonds due 2014 ("the Bonds"), a cash payment to convert any and all of the outstanding $500,000,000 principal amount (the "Incentive Invitation") into common shares of First Quantum ("Common Shares"). The cash payment of $8,088.91 per $100,000 in principal amount of the Bonds (the "Incentive Payment") and a cash payment of $1,410.68 per $100,000 in principal amount of the Bonds (the "Conversion Price Adjustment Payment") is set out in the Incentive Invitation document dated July 27, 2011 which is being delivered to Bondholders.
Bondholders who offer their Bonds for conversion between July 27, 2011 and July 28, 2011 at 17:30 (BST) (the "Acceptance Period") will be entitled to receive the Incentive Payment in accordance with the Incentive Invitation. The Incentive Invitation will not affect the rights of Bondholders who do not exercise their conversion right prior to the expiry of the Acceptance Period.
The Company believes the Incentive Invitation will accelerate conversion of the Bonds as the current price of the Company's Common Shares is significantly above the conversion price of the Bonds. The conversion of Bonds will reduce First Quantum's net debt and increase its equity thereby providing the Company with further financial flexibility.
If, following the Incentive Invitation, 85% or more in principal amount of Bonds originally issued is converted, the Company intends to exercise its option to redeem the Bonds that remain outstanding.
A further announcement will be made in due course, after the amount of conversions is known.
The Company has engaged Nomura International plc as the manager for the Incentive Invitation.
The Incentive Invitation is being made to non-United States persons in reliance on Regulation S under the Securities Act of 1933, as amended (the " Securities Act "). The Common Shares issuable upon the conversion of the Bonds have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions. This news release and the Incentive Invitation shall not constitute an offer to sell or the solicitation of an offer to buy the Bonds or Common Shares, nor shall there be any offer to sell, sale or solicitation of an offer to buy Bonds or Common Shares in any jurisdiction in which such offer, solicitation or sale is unlawful.
The communication of the Incentive Invitation by First Quantum and any other documents or materials relating to the Incentive Invitation are not being made and such documents and/or materials are not being distributed to, and must not be passed on to the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments, being investment professionals, falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Order ") or (iii) who fall within Article 49(2)(a) to (d) of the Order or (iv) to whom this Announcement may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as " Relevant Persons "). This news release is directed only at Relevant Persons and must not be passed to, acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this news release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, exchange or transfer the securities of the Company. The value of the Common Shares can go down as well as up and past performance cannot be relied upon as a guide for future performance.
Conversions of Bonds pursuant to the Incentive Invitation will not be accepted from Bondholders, in any jurisdiction in which such activity is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Incentive Invitation to be made by a licensed broker or dealer and the Manager is such a licensed broker or dealer in such jurisdictions, the Incentive Invitation shall be deemed to be made on behalf of First Quantum by the Manager.
Neither this announcement, the Incentive Invitation document nor any other documents or materials relating to the Incentive Invitation have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (FSMA) (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Incentive Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Incentive Invitation may not be advertised and the Incentive Invitation will not be extended, and neither this announcement, the Incentive Invitation document nor any other documents or materials relating to the Incentive Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law, acting on their own account. Insofar as Belgium is concerned, this document has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Incentive Invitation. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.
The Incentive Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Incentive Invitation document nor any other documents or materials relating to the Incentive Invitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Incentive Invitation. This announcement has not been and will not be submitted to nor approved by the Autorité des Marchés Financiers.
This news release is not an offer of securities for sale in the United States. The Bonds and the Common Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act, or an applicable exemption from the registration requirements thereof.
On Behalf of the Board of Directors of First Quantum Minerals Ltd.
G. Clive Newall, President
12g3-2b-82-4461
Listed in Standard and Poor's
Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and forward -looking information under applicable Canadian securities legislation. Such forward-looking statements or information, including but not limited to those with respect to the prices of gold, copper, cobalt and sulphuric acid, estimated future production, estimated costs of future production, the Company's hedging policy and permitting time lines, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such factors include, among others, the actual prices of copper, gold, cobalt and sulphuric acid, the factual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's documents filed from time to time with the Alberta, British Columbia, and Ontario Securities Commissions, the Autorité des marchés financiers in Quebec, the United States Securities and Exchange Commission and the London Stock Exchange.
