PERTH, Australia, May 16, 2014 /CNW/ - Mirabela Nickel Limited (Subject to Deed of Company Arrangement) (Mirabela or the Company) (ASX: MBN) advises that a court application was lodged today in the Supreme Court of New South Wales (Court) by the deed administrators appointed under the deed of company arrangement executed by the Company on 13 May 2014 (DOCA). The application seeks the leave of the Court under section 444GA of the Corporations Act 2001 (Cth) to a transfer of approximately 98.2% of the existing ordinary shares in the Company in accordance with the terms of the DOCA and as part of the proposed recapitalisation of the Company (refer to the ASX announcement dated 25 February 2014).
The attached letter regarding the Court application is being sent to all shareholders.
Level 5 Chifley Tower
GPO Box 2523
+61 2 8257 3000
NOTICE TO SHAREHOLDERS
16 May 2014
Mirabela Nickel Limited (Subject to Deed of Company Arrangement) (ASX: MBN) ACN 108 161 593 ('Mirabela')
Application for court approval for a transfer of your shares
We refer to the appointment of Martin Madden, Cliff Rocke and David Winterbottom as joint and several administrators of Mirabela on 25 February 2014 under section 436A of the Corporations Act 2001 (Cth) ('Corporations Act').
This letter gives you information about:
- an application which we have made, as Deed Administrators of Mirabela, to the Supreme Court of New South Wales, for approval to transfer 98.2% of your shares in Mirabela to a trustee, to be held on behalf of certain creditors of Mirabela, as part of a proposed recapitalisation of Mirabela and its subsidiaries;
- the steps which you need to take if you wish to appear at the court hearing on that application, which is scheduled for 12 June 2014 at 10.00am; and
- the information which is, and will be, available to assist you in deciding whether to appear at the court hearing.
On 25 February 2014, we were appointed as joint and several voluntary administrators of Mirabela.
On 13 May 2014, the creditors of Mirabela voted in favour of entering into a deed of company arrangement ('DOCA'). The DOCA gives effect to a proposal from certain holders of 8.75% notes issued by Mirabela in 2011 ('Noteholders') to implement a capital restructure of Mirabela, which will enable Mirabela and its subsidiaries to continue operating as a going concern. On 13 May 2014 Mirabela executed the DOCA and we were appointed as the Deed Administrators.
What does the DOCA do?
The key steps to be implemented under the DOCA are:
- the claims of the Noteholders against Mirabela and Mirabela Investments Pty Limited (Subject to Deed of Company Arrangement) ('Mirabela Investments') are compromised and extinguished in return for an entitlement to approximately 98.2% of the existing ordinary equity in Mirabela. Noteholders will also receive a pro-rata share of a USD5.0 million subordinated unsecured note from Mirabela at the conclusion of the Brazilian extra judicial filing (a legal process in Brazil required under Brazilian law, in relation to the guarantee which Mirabela's Brazilian subsidiary has given in respect of the existing unsecured notes) ('EJ Filing'), which will have a term of 30 years and attract an interest rate of 1.0% p.a., payable in kind. The implementation of the DOCA is not contingent on a successful outcome of the EJ Filing;
- the Deed Administrators of Mirabela will offer the Noteholders an opportunity to subscribe for convertible notes (convertible into ordinary shares in Mirabela) with an initial face value of USD115.0 million;
- the issuance of new shares in Mirabela to certain of the Noteholders, as consideration for them having agreed to subscribe for convertible notes not subscribed for by other Noteholders, with a face value of USD55.0 million. Separately, new shares will be issued to the current secured noteholders for agreeing to compromise and extinguish their secured debt provided as part of the interim financing in December 2013 in consideration for the issue of convertible notes; and
- the extinguishment of claims of shareholder claimants who may have a claim against Mirabela in their capacity as shareholders.
What Court approval is required?
To effect the transfer of 98.2% of the issued shares in Mirabela ('Shares') from each current shareholder as contemplated by the Mirabela DOCA, we have made an application to the Supreme Court of New South Wales seeking leave under section 444GA of the Corporations Act to transfer those Shares to a trustee who will hold the Shares on trust for the Noteholders pursuant to the DOCA.
The Supreme Court of New South Wales will hear that application at 10.00am on 12 June 2014. The Court is located at the Law Courts Building, Queens Square, 184 Phillip Street, Sydney.
How does the Court application affect you?
If the application is approved and the other conditions to implementation of the DOCA are satisfied:
- 98.2% of the Shares you hold will be transferred from you to the trustee for the Noteholders;
- you will retain approximately 1.8% of your current holding of Shares in Mirabela (rounded up to a whole number of Shares, if necessary); and
- any claims you have against Mirabela in your capacity as shareholder will be extinguished.
This will not affect any claims you may have against third parties.
Note that, as a percentage of the issued shares of Mirabela, your holding will be reduced as a result of the issue of new shares referred to in paragraph 3 on implementation of the DOCA and may be reduced further if some or all of the convertible notes referred to in paragraph 2 are converted into ordinary shares.
How can you participate in the Court hearing?
You should seek independent legal, financial and taxation advice before making a decision on whether to take any action in relation to the application.
If you wish to appear in court to oppose the application, you must file and serve on us a notice of appearance, in the prescribed form and any affidavit on which you intend to rely on at the hearing. The notice of appearance and affidavit should be served on us by no later than Friday 6 June 2014. Our address for service is c/- Gilbert + Tobin, Level 37, 2 Park Street, Sydney, NSW 2000 (Attention: Colleen Platford/Sabrina Ng) or [email protected] / [email protected]
What information is available to you?
To assist you in deciding whether to appear at the Court hearing:
- the Court application is available on Mirabela's website at www.mirabela.com.au and also on the KordaMentha website at www.kordamentha.com in the Creditor Information section;
- our report to creditors under section 439A of the Corporations Act is available on the KordaMentha website in the Creditor Information section and was lodged with the Company Announcement Platform of the ASX on 2 May 2014 (see www.asx.com.au); and
- we are preparing a detailed explanatory statement for shareholders on the application under section 444GA, including an independent expert's report. This will be available to all shareholders on Mirabela's website, the website of KordaMentha and will also be lodged with the Company Announcement Platform of the ASX (see www.asx.com.au). This document is expected to be available to shareholders on or around 30 May 2014.
Alternatively, you can request copies of these documents, or the explanatory statement, from KordaMentha and they can be emailed or posted to you. Please contact Aaron Swaffield on +61 28257 3032 if you would like copies of these documents.
Further, we will be making the documents relating to the application filed with the Court available for access by shareholders of Mirabela who have filed and served a notice of appearance and their advisors by a secure website. If you are such a person and wish to have access to that website, please contact Aaron Swaffield on +61 2 8257 3032 to register for access.
SOURCE: Mirabela Nickel Limited
For further information: www.mirabela.com.au, Email: [email protected]