Mirabela Nickel Limited (Administrators Appointed) - Receipt of ASX waivers and FIRB statement of no objection

PERTH, Australia, June 12 , 2014 /CNW/ - Mirabela Nickel Limited (Subject to Deed of Company Arrangement) (Mirabela or the Company) (ASX: MBN)  As stated in Section 5.2 of the prospectus of the Company lodged with the Australian Securities & Investments Commission (ASIC) on 26 May 2014 (as supplemented by the supplementary prospectus of the Company lodged with ASIC on 11 June 2014) (Prospectus), the Company applied to ASX for waivers of Listing Rules 7.1 and 10.1 in order to facilitate the proposed recapitalisation of the Company (as described in the Prospectus).  The Company wishes to advise that it has received from ASX waivers from Listing Rules 7.1 and 10.1, as set out in further detail below.

The Company also wishes to advise that it has been notified that the Majority Noteholders (as defined in the deed of company arrangement entered into on 13 May 2014 between the deed administrators of the Company, the Company and Mirabela Investments Pty Limited (DOCA)) have received a statement of no objection from the Foreign Investment Review Board (FIRB) in a form which satisfies the requirements of:


    condition 17.1(v) of the DOCA; and


    condition 1.2(e) of the Prospectus. 

Accordingly, both FIRB conditions have now been satisfied.

Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this announcement.

ASX Waivers

1. Waiver from Listing Rule 7.1

ASX has granted the Company a waiver from Listing Rule 7.1 to permit the issue of the Convertible Notes offered under the Prospectus without Shareholder approval, even though the number of Convertible Notes will exceed 15% of the Company's issued capital.

In addition to the above relief, which is described in the Prospectus at Section 5.2, ASX have also granted a waiver from Listing Rule 7.1 in respect of any Convertible Notes issued by the Company to the holders of Convertible Notes from time to time as payment in kind for interest which accrues on such Convertible Notes.

The waiver from Listing Rule 7.1 has been granted by ASX subject to the following conditions:


the Supreme Court of New South Wales granting leave pursuant to section 444GA of the Corporations Act 2001 (Cth) to the Deed Administrators to transfer shares in the Company to a third party or parties; and


ASIC granting relief from compliance with section 606 of the Corporations Act 2001 (Cth) to permit implementation of the Proposed Recapitalisation Plan.

2. Waiver from Listing Rule 10.1

ASX has granted the Company a waiver from Listing Rule 10.1 to permit certain holders of Convertible Notes to obtain the benefit of the security which will be granted over all the assets of the Mirabela Group, without Shareholder approval.  This waiver has been granted by ASX subject to certain standard conditions for a waiver of this kind, including a condition that the security must include a term that if an event of default occurs the relevant holders of Convertible Notes cannot acquire any legal or beneficial interest in an asset of the Company, or otherwise deal with the assets of the Company, without the Company first having complied with any applicable Listing Rules.

SOURCE: Mirabela Nickel Limited (Administrators Appointed)

For further information: www.mirabela.com.au, Email: info@mirabela.com.au


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