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
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
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
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
SOURCE: Afferro Mining Inc.
For further information:
International Mining and Infrastructure Corporation plc
Haresh Kanabar, Chairman
Ousmane Kane, Chief Executive Officer
James Ward, Finance Director
+44 (0) 20 7290 3340
Bank of America Merrill Lynch - Financial Adviser to IMIC
+44 (0) 20 7628 1000
Ocean Equities Limited - Financial Adviser to IMIC
+44 (0) 20 7786 4370
WH Ireland Limited - Nominated Adviser to IMIC
+44 (0) 117 945 3470
Buchanan - Media and Investor Relations Adviser to IMIC
Mark Court / Fiona Henson / Sophie Cowles
+44 (0) 20 7466 5000
Afferro Mining Inc.
Luis da Silva, Chief Executive Officer
Jeremy Cave, Investor Relations
+44 (0) 20 7010 7680
Canaccord Genuity Limited - Financial Adviser to Afferro
+44 (0) 20 7523 8000
Investec - Nominated Adviser and Corporate Broker to Afferro
+44 (0) 20 7597 5970
RBC Capital Markets - Joint Broker to Afferro
Martin Eales / Richard Hughes
+44 (0) 20 7653 4000
Pelham Bell Pottinger
Daniel Thöle / James MacFarlane
+44 (0) 20 7861 3232