Fermer X Les cookies sont necessaires au bon fonctionnement de 24hGold.com. En poursuivant votre navigation sur notre site, vous acceptez leur utilisation.
Pour en savoir plus sur les cookies...
AnglaisFrancais
Cours Or & Argent en

OZ Minerals Ltd.

Publié le 08 juin 2009

Recapitalisation proposals inferior to Minmetals proposal

( 0 vote, 0/5 ) Imprimer l'article
  Article Commentaires Commenter Notation Suivre la société  
0
envoyer
0
commenter
Mots clés associés :   Copper | Face Value | Zinc |

MONDAY 08 JUNE 2009
 

Media Release

Recapitalisation proposals inferior to Minmetals proposal 

 

Subsequent to OZ Minerals’ announcement on 5 June 2009 that it had not received any recapitalisation proposals that day, the Company subsequently received two unsolicited proposals. After thorough and detailed consideration, the Board of OZ Minerals (excluding Mr Andrew Michelmore, who agreed with the Chairman not to participate in discussions so as to ensure there was no actual or perceived conflict of interest) unanimously concluded that neither proposal offered superior value to existing shareholders compared to the proposed asset sale to China Minmetals Non-ferrous Metals Co., Ltd. (“Minmetals”) and the implementation of each proposal was less certain than the Minmetals transaction. Further, neither proposal offered a complete solution to the Company’s refinancing issues. The Board has rejected both proposals and has advised the proposers of its decision.


“We believe, that in the Minmetals transaction, we have a proposal to resolve OZ Minerals’ refinancing issues that is both highly certain and offers value to our shareholders”, said Mr. Barry Cusack, Chairman of OZ Minerals.

 

“As I have said on many occasions”, continued Mr. Cusack, “our sole purpose is to act in the best interests of our shareholders and it is the Board’s considered view that the proposed Minmetals transaction is the best available option.”

 

“The share price of OZ Minerals has risen 59% since the revised Minmetals transaction was announced on 1 April 2009, compared to an increase in ASX All Resources Index of 18% over the same period. I would not normally refer to the Company’s share price, but I think it is reasonable to conclude that the market’s assessment of the outlook for OZ Minerals based on completion of the Minmetals transaction is positive.”

 

The Company has benefited from extensive analysis of the proposals by its advisers and we wish to advise shareholders and the market generally of the basis for the Board’s decisions in respect of each of the recapitalisation proposals. Because each proposal was presented to the Board on a confidential basis, this announcement will only identify them as Proposal A and Proposal B.

 

Proposal A

 

Proposal A, which was widely canvassed in the media before it was presented to the Company, is the issue of two tranches of secured convertible bonds of, in the aggregate, US$780 million and an equity placement of US$220 million. It also included an optional Inventory Re-Purchase Facility to provide working capital of up to US$200 million.

 

Proposal A also included a non-underwritten follow-on entitlement offer to shareholders of up to A$300 million. However, the Company’s shareholders in general would not have been offered the opportunity to invest in the convertible bonds.

 

Proposal A was subject to, among other conditions, the completion of full documentation and the provision by the Company of security. Further, neither the bond issue or placement would be underwritten, leaving the Company with any counter party and completion risk.

 

The two tranches of the convertible bond component of Proposal A were Senior and Junior tranches with following characteristics.

 

The Senior tranche had a term of 5 years and carried an interest coupon of 8% per annum. The bonds would, subject to shareholder approval, be convertible into shares in the Company at any time during the 5 year term of the bonds at the election of the bond holder at a price of A$0.90 per share (subject to downward adjustments for future issues of shares by the Company including in the placement, the proposed entitlement offer and the conversion of the junior tranche). Provided that shareholders had approved the conversion of the bonds, any Senior bonds not converted by the bondholders at the maturity date would be required to be redeemed by the Company for cash at 112.5% of the face value of the bonds.

 

The Junior tranche had a term of 2 years and carried an interest coupon of 2% per annum. The bonds would, subject to shareholder approval, be convertible into shares in the Company at any time during the 2 year term of the bonds at the election of the bond holder at a price of A$0.65 per share (subject to downward adjustments for future issues of shares by the Company including in the placement and the proposed entitlement offer). Provided that shareholders had approved the conversion of the bonds, any Junior bonds not converted by the maturity date would be converted at that date.

 

Provided that shareholders had approved the conversion of the bonds, the Company would have an early annual redemption right after 30 June 2010 at a price equal to at least 125% of the face value of the Senior tranche and 150% of the face value of the Junior tranche, payable as to 90% in cash and 10% in options over unissued equity in the Company. No early redemption right would be available to the Company if shareholders had not approved the conversion of the bonds.

 

A requirement of both tranches of convertible bonds was that the Company was required to submit a resolution to shareholders within 3 months of the issue of the bonds to seek approval for the future conversion of the bonds.

 

If shareholders failed to approve the resolution to make the bonds convertible, the interest coupon on the Senior tranche would step up from 8% pa to 15% pa and the interest coupon on the Junior tranche would step up from 2% pa to 15% pa in both cases back dated to the date the bonds were issued. The Company would be precluded from paying dividends on its ordinary shares until the bonds became convertible through the approval of shareholders. In these circumstances, bond holders may require the redemption of the bonds for cash in the period starting 12 months after the failure to obtain shareholder approval for at least 125% of the face value of the Senior tranche and 150% of the face value of the Junior tranche. At their maturity date, the Junior bonds would need to be redeemed for cash of at least 150% of their face value and the senior bonds would need to be redeemed for cash of at least 125% of their face value.

 

The Board concluded that the structure of Proposal A was not in the interests of shareholders, that new investors in the proposed convertible bonds would be the principal beneficiaries of the proposal and that the certainty of the proposal being able to be completed was lacking.

 

 

Proposal A was assessed to be value-dilutive to the Company’s existing shareholders relative to the Minmetals transaction.  In assessing the proposal, the Company considered (amongst other things) the additional corporate costs that would need to be incurred if these assets were retained, the additional fees payable under the proposals (approximately US$42-52 million under Proposal A), the dilutionary impact of the convertible bonds and equity placement for existing shareholders, the coupon payments and the break fee that would have been payable to Minmetals.  It is important to note that, given the nature and scope of its report, the Independent Expert's valuation of US$1,385-1,600 million for assets being sold to Minmetals did not include any of the above factors (except some site corporate costs).

 

Proposal A was assessed by the Board as being inferior to the Minmetals transaction, both in relation to value and certainty, and not in the best interests of shareholders.

 

Proposal B

 

Proposal B was an equity recapitalisation that, unlike Proposal A, had not been widely canvassed in the media and was first provided to the Company on the evening of Friday, 5 June.

 

Proposal B was assessed as not being sufficiently compelling either with respect to value or certainty of execution. Like Proposal A, it did not take into account a number of additional costs and fees that would be incurred if the recapitalisation was to go ahead, including the substantial fees (approximately A$87 million) that the Company would be required to pay to the proposer if it was to proceed with the proposal.

 

Both proposals make the assumption that the value of assets proposed to be sold to Minmetals is in excess of not only the proposed sale price but also the top end of the range of the Independent Expert’s valuation range. It is of note that, notwithstanding recent increases, the current zinc price is at the bottom of the range of long-run real zinc prices used by the Independent Expert in determining that valuation range, while the current copper price is only marginally above the top end of the range used by the Independent Expert. Recent and expected future movements in commodity prices have been taken into consideration.

 

The Board considered that, while Proposal B was superior to Proposal A, neither was superior to the proposed Minmetals transaction.

 

Unanimous recommendation of the Minmetals transaction

 

Accordingly, OZ Minerals’ Board continues to unanimously recommend that shareholders vote in favour of the Minmetals transaction in the absence of a superior proposal.  The Board believes the Minmetals transaction is the best available option for the Company.

 

In particular, the Minmetals transaction is the only proposal received by OZ Minerals:

        where there is a binding agreement with all regulatory conditions satisfied;   

        which provides a complete solution to OZ Minerals’ refinancing issues within the timeframe required by OZ Minerals’ financiers; and

        where existing OZ Minerals’ shareholders will retain full ownership of Prominent Hill and the Company will have a significant cash balance following the transaction.

 

The Independent Expert, Grant Samuel, has concluded that the Minmetals transaction is in the best interests of OZ Minerals shareholders.

 

“We believe the proposed Minmetals transaction is the best available outcome for shareholders and the only option that provides a complete solution to OZ Minerals refinancing issues.” said Mr Barry Cusack. “We have been scrupulous in our assessment of the alternatives that have been presented to us, and the Minmetals proposal remains the best solution”.

 

“I believe, and I think the investment markets also believe, that OZ Minerals, with a focussed exposure to copper through Prominent Hill and a healthy balance sheet, has an exciting future ahead of it. I urge shareholders to support the resolution authorising the sale of assets to Minmetals, in the absence of a superior proposal, as the exciting future I believe OZ Minerals has will not be able to be realised if this resolution is not passed.”, Mr. Cusack concluded.

 

OZ Minerals’ Annual General Meeting is at 10:30am on Thursday 11 June. For shareholders who are unable to attend the Annual General Meeting in person, proxy forms are due by no later than 10:30am (Melbourne time) on Tuesday 9 June 2009.

 

For further information please contact:

 

Natalie Worley                                                Bruce Loveday

Group Manager – External Affairs                  EGM – Investor Relations

 

T +61 3 9288 0345                                           T +61 3 9288 0244

M +61 409 210 462                                         M +61 447 596 590

 

Kind regards,


Richard Hedstrom
Group Manager – Investor Relations
OZ Minerals Limited
T: 61 3 9288 0376
richard.hedstrom@ozminerals.com



This transmission is confidential and intended solely for the person or organization to whom it is addressed. It may contain privileged and confidential information. If you are not the intended recipient, you should not copy, distribute or take any action in reliance on it. You are receiving this email because of your area of professional interest. If you have received this transmission in error or would like to be removed from our mailing list for company announcements please reply to this email with REMOVE in the subject field. Thank you.



<

OZ Minerals Ltd.

PRODUCTEUR
CODE : OZL.AX
ISIN : AU000000OZL8
Suivi et investissement
Add to watch list Add to your portfolio Add or edit a note
Ajouter une alerte Ajouter aux Watchlists Ajouter au portefeuille Ajouter une note
ProfilIndicateurs
de Marché
VALEUR :
Projets & res.
Communiqués
de Presse
Rapport
annuel
RISQUE :
Profile actifs
Contactez la cie

OZ Minerals est une société de production minière de cuivre et d'or basée en Australie.

OZ Minerals est productrice de cuivre, d'or, d'argent et de zinc en Australie, et détient divers projets d'exploration en Australie.

Ses principaux projets en production sont PROMINENT HILL et GOLDEN GROVE COPPER en Australie et ses principaux projets en exploration sont OKVAU-OCHUNG, OU ANLONG et O KHLEK KHLOK au Cambodge, THAI GOLDFIELDS en Thailande et CARRAPATEENA et DUGALD RIVER en Australie.

OZ Minerals est cotée en Australie. Sa capitalisation boursière aujourd'hui est 8,3 milliards AU$ (6,0 milliards US$, 5,3 milliards €).

La valeur de son action a atteint son plus bas niveau récent le 13 décembre 2013 à 1,92 AU$, et son plus haut niveau récent le 09 février 2023 à 27,92 AU$.

OZ Minerals possède 298 660 000 actions en circulation.

Votre avis nous interesse, merci de laisser un commentaire ou de noter cet article.
Evaluer : Note moyenne :0 (0 vote) Voir les mieux notés
 
Dans les médias de OZ Minerals Ltd.
06/03/2019OZ Minerals asks – can open data and A$1m change exploration...
27/02/2019Oz Minerals annual profit slips but Prominent Hill project o...
07/06/2018OZ Minerals closer than ever to grabbing Brazil-focused Avan...
12/02/2014Australia's OZ Minerals CEO to go, seeks partner, acquisitio...
Rapports annuels de OZ Minerals Ltd.
2012 Annual Report, Business Review and Sustainability Repor...
Annual Report, Business Review and Sustainability Report ava...
Nominations de OZ Minerals Ltd.
04/07/2011Appointment of Non Executive Director
09/02/2010appoints two new Directors – including prospective Chairman
23/07/2009Board Appointment
28/05/2009Appointment of Acting Chief Executive Officer
27/05/2009appointment of new MD/CEO
22/05/2009announcement of Executive appointments
Rapports Financiers de OZ Minerals Ltd.
09/08/2016OZ Minerals 2016 Half Year Financial Report Presentation
21/04/2016March 2016 Quarterly Report
12/08/20152015 half year financial results
21/07/20152015 second quarter report and presentation
12/02/20142013 full year financial results
15/01/20142013 Fourth Quarter Report and Presentation
14/08/20132013 Half year financial results
08/02/20112010 Full Year Financial Results
26/02/20092008 Full year financial results
Projets de OZ Minerals Ltd.
22/09/2016Withdrawal from Jamaican joint ventures
31/07/2016OZ Minerals secures Australia’s largest undeveloped copper n...
28/11/2013(Carrapateena)2013 Carrapateena Annual Resource update
22/04/2013March 2013 Quarter Production Result
14/03/2013(Carrapateena)Approval to progress advanced exploration activities at OZ M...
23/01/2013December 2012 Quarter Production Result
23/10/2012September 2012 Quarter Production Result
25/07/2012June 2012 Quarter Production Result
26/04/2012March 2012 Quarter Production Results
17/01/2012December 2011 Quarter Production Results
19/07/2011June 2011 Quarter Production Results
09/05/2011(Carrapateena)Acquisition of Carrapateena copper project complete
14/04/2011March 2011 Quarter Production Results
15/03/2011(Carrapateena)acquires Carrapateena copper project
15/07/2010(Prominent Hill)Project Approved
10/05/2010(Prominent Hill)New Drill Intersections announced in presentation to analyst...
12/06/2009(Golden Grove)Mill outage at Golden Grove
18/05/2009(Prominent Hill)Resources increased at Prominent Hill Western Copper Zone
26/02/2009(Prominent Hill)First production from Prominent Hill copper-gold operation
19/12/2008(Avebury)responds to low nickel price by placing Avebury on care and ...
24/09/2008(Prominent Hill)Increase in copper and gold resource base at Prominent Hill
16/09/2008(Prominent Hill)Prominent Hill commissioning to commence in October 2008
Communiqués de Presse de OZ Minerals Ltd.
26/07/2016OZ Minerals Half Year Financial Results > view webcast here
06/07/2016OZ Minerals June 2016 Quarterly Report > view webcast here
08/06/2016OZ Minerals 2016 Analyst Visit Presentation
30/05/2016Drilling underway with OZ Minerals at Eloise JV
24/05/2016ASX AGM 2016 Speech and Presentation
20/05/2016OZ Minerals 2016 Annual General Meeting: View webcast here >
06/05/2016Carrapateena Update - May 2016
05/05/2016OZ Minerals Carrapateena Update: View webcast here>
04/05/2016Highly prospective copper targets to be drilled on Eloise Pr...
04/05/2016Cost saving program: $20m delivered, sights set on $25m more
04/05/2016OZ Minerals March 2016 Quarterly Report
04/05/2016Appointment of new Non-Executive Director
04/05/2016OZ Minerals March 2016 Quarterly Report Presentation
27/01/2016Quarterly Report Period Ended 31 December 2015
23/10/2015OZ Minerals boosts forecast copper output, weak Aussie dolla...
12/08/2015Edited Transcript of OZL.AX earnings conference call or pres...
12/08/2015Edited Transcript of OZL.AX earnings conference call or pres...
21/07/2015Gold's fall threatens to cool temperature of mining M&As
19/04/2015OZL: OZ Minerals New Strategy Announced
09/04/2015Wallbridge Announces Ni-Cu-PGM Intersections at Parkin Prope...
25/03/2015OZL: OZ Minerals disposes of stake in Sandfire
25/03/2015Sale of shares by OZ Minerals
20/03/2014OZ Minerals Corporate Update March 2014
11/03/2014Date of Annual General Meeting
11/03/2014OZ Minerals Corporate Update March 2014
28/01/2014ASX Announcement
11/12/2013(Prominent Hill)2013 Prominent Hill Reserves and Resources Statement and Pro...
21/10/2013Information on OZ Minerals' Debt Facility
14/10/2013September 2013 Quarterly Report and Presentation
18/09/2013Investor Roadshow presentation
25/07/2013OZ Minerals June 2013 Quarterly Report
25/07/2013OZ Minerals 2013 June quarterly results – webcast details
25/07/20132013 June quarterly results
28/05/2013Results of Annual General Meeting 2013
28/05/2013OZ Minerals AGM 2013: Chairman and MD & CEO's AGM address an...
28/05/20132013 Chairman and MD & CEO's AGM address and presentation
07/05/2013(Carrapateena)Carrapateena analyst tour presentation
06/05/2013(Prominent Hill)Prominent Hill analyst tour presentation
06/05/2013Significant copper mineralisation returned from Khamsin pros...
21/01/2013(Carrapateena)2012 Carrapateena Mineral Resource and Prominent Hill Minera...
28/05/2012results of Annual General Meeting 2012
28/05/2012AGM 2012: Chairman and MD & CEO's AGM address and presentati...
10/05/2012' Cambodia sale process complete
27/03/2012Auction of SC Cupru Min SA Abrud
20/02/2012Sale of Cambodian Assets
29/12/2011Train derailment
16/12/2011(Prominent Hill)Prominent Hill 2011 Annual Mineral Resource and Ore Reserve ...
01/07/2011Court Approval of Settlement of Class Actions
21/06/2011' share buyback - Appendix 3C
10/06/2011completes return of capital and share consolidation
10/05/2011Conditional settlement of class actions
02/05/2011(Carrapateena)Ministerial approval for Carrapateena transfer
20/03/2011ATO Ruling: Proposed OZ Minerals capital return not a divide...
17/08/2010Reversal of impairment to appear in up-coming half-year acco...
02/07/2010Acquires major stake in Sandfire Resources
19/04/2010Annual General Meeting Correspondence Released Today
13/04/2010New Chairman elected to OZ Minerals Board
13/04/2010IMX Resources sign copper-gold exploration joint venture in ...
18/03/2010Initial mineral resource for Cambodian gold project
18/03/2010Convertible Bond Status
29/11/2009Strategy Briefing & Announcements
15/10/2009September 2009 Quarterly Report
07/10/2009Statement of Claim lodged
18/09/2009Chief Executive Officer Share Purchases
15/09/2009Toro share placement
09/09/2009Management changes
13/08/2009Management change
05/08/2009' 2009 Diggers and Dealers presentation
30/06/2009Martabe sale completed
25/06/2009Martabe sale approved by China Sci-Tech
23/06/2009Successful placement of parcel of Toro Energy shares by OZ M...
17/06/2009Completion of transaction with Minmetals
11/06/2009No recapitalisation proposal to be provided
08/06/2009Recapitalisation proposals inferior to Minmetals proposal
05/06/2009No recapitalisation proposal received
04/06/2009Response to media speculation
03/06/2009Minmetals offer receives all approvals before shareholder vo...
27/05/2009FIRB approval received for Martabe sale
18/05/2009China’s NDRC approves Minmetals’ transaction with OZ Mineral...
27/02/2009secures approval from banking syndicate
23/02/2009Minmetals satisfactorily completes confirmatory due diligenc...
18/02/2009Cash Offer by Minmetals - Clarification
16/02/2009Lifting of Suspension
16/02/2009recommends all cash offer of 82.5cps by Minmetals
13/02/2009flags possible asset write-downs of between $2.3b and $2.8b
22/01/2009Bridging finance agreement completed. Societe Generale secu...
13/01/2009improves cash costs at Golden Grove with Scuddles suspension
30/12/2008debt extension and share suspension continuation
18/12/2008Highlights from today’s Board meeting
11/12/2008Planned legal action against OZ Minerals
10/12/2008Finance Update
04/12/2008on OZ Minerals Balance Sheet.
01/12/2008Request for Voluntary suspension of shares.
25/11/2008to defer projects and cut operating costs
10/11/2008to conduct review of capital and operational expenditure
22/10/2008Drake to Advance OZ Minerals' Alliance Projects
22/07/2008Vote ushers in the beginning of OZ Minerals
Publication de commentaires terminée
 
Dernier commentaire publié pour cet article
Soyez le premier à donner votre avis
Ajouter votre commentaire
AUSTRALIA (OZL.AX)
27,92+0.00%
AUSTRALIA
AU$ 27,92
09/02 13:52 -
0%
Cours préc. Ouverture
27,92 27,92
Bas haut
27,90 27,96
Année b/h Var. YTD
27,89 -  27,97 -0,179%
52 sem. b/h var. 52 sem.
16,05 -  27,98 9,36%
Volume var. 1 mois
546 087 -0,072%
24hGold TrendPower© : 27
Produit Copper - Gold - Silver
Développe
Recherche Copper - Gold - Silver
 
 
 
Analyse
Interactive chart Add to compare
Graphique
interactif
Imprimer Comparer Exporter
Dernière mise à jour le : 21/01/2010
Vous devez être connecté pour accéder au portefeuille (gratuit)
Top Newsreleases
LES PLUS LUS
Variation annuelle
DateVariationMaxiMini
202312,40%
2022-11,98%29,7515,82
202149,47%28,7918,35
202076,12%9,9910,00
201921,82%9,9910,00
 
Graphique 5 ans
 
Graphique 3 mois
 
Graphique volume 3 mois
 
 
Nouvelles des Sociétés Minières
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
0,12 AU$-8,00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
7,04 AU$+0,21%Trend Power :
Oceana Gold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
2,20 AU$+0,00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
3,86 AU$+0,00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
0,12 CA$+4,55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
0,02 CA$+100,00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
6,16 US$-2,22%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
0,20 US$-12,28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
0,71 GBX-2,62%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
0,09 CA$+38,46%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
2,02 CA$-3,81%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
1,84 CA$+0,00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
9,54 CA$-1,04%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
0,23 CA$+0,00%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
0,35 AU$+2,94%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
6,80 US$-2,86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
2,13 CA$+0,00%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
61,33 US$-1,41%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
8,66 CA$-0,35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
0,02 AU$-18,52%Trend Power :