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First Quantum Announces Change of Control Offer for Inmet Mining Corporation’s 8.75% Senior Notes Due 2020 and 7.50% Senior Notes Due 2021
VANCOUVER, BRITISH COLUMBIA–(Marketwired – April 19, 2013) - First Quantum Minerals Ltd. (“First Quantum” or the “Company”) (TSX:FM)(LSE:FQM) today announced that its wholly-owned subsidiary, Inmet Mining Corporation, has commenced an offer to purchase (the “Change of Control Offer”) Inmet Mining Corporation’s 8.75% Senior Notes due 2020 (Regulation S Notes: CUSIP C4694Q AA0, ISIN USC4694QAA07, Rule 144A Notes: CUSIP 457983 AC8, ISIN US457983AC82) and 7.50% Senior Notes due 2021 (Regulation S Notes: CUSIP C4694Q AB8, ISIN USC4694QAB89, Rule 144A Notes: CUSIP 457983 AE4, ISIN US457983AE49) (together, the “Notes”) upon the terms and conditions set forth in the Change of Control Offer dated April 19, 2013, at a price in cash equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to, but not including, the date of purchase.
The current trading prices are approximately $109.5 for the 8.75% Senior Notes due 2020 and approximately $106.313 for the 7.50% Senior Notes maturing 2021.
The Change of Control Offer is being made pursuant to the Change of Control provisions of the indentures dated May 18, 2012 and December 18, 2012, respectively, each as amended or supplemented (the “Indentures”) pursuant to which the Notes were issued.
The Change of Control Offer is being made in connection with the acquisition of Inmet Mining Corporation by a wholly owned subsidiary of First Quantum, FQM (Akubra) Inc., (the “Acquisition”) which occurred on March 21, 2013 and constituted a Change of Control as defined in the Indentures. In connection with the Acquisition, FQM (Akubra) Inc. will amalgamate with Inmet Mining Corporation on or around April 22, 2013. The amalgamated company will succeed to all of the obligations of Inmet Mining Corporation, including obligations under the Indentures and the Notes. The Change of Control Offer will expire at 5.00 p.m., Eastern Daylight Time, on May 20, 2013, unless extended. The depositary for this Change of Control Offer is Citibank, N.A.
This news release does not constitute a notice of redemption under the optional redemption provision of the Indentures, nor does it constitute an offer to sell or the solicitation of an offer to buy any securities of “First Quantum” or Inmet Mining Corporation. Nor is this news release an offer to sell securities or a solicitation of an offer to buy securities in any state or jurisdiction where prohibited by law. The Change of Control Offer is being made pursuant to the offers to purchase, dated April 19, 2013 and the letters of transmittal, copies of which have been delivered to all Holders. Persons with questions regarding the Change of Control Offer should contact the Depositary, Citibank, N.A., by facsimile at (201) 258-3567.
Forward-Looking Information
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 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 may include, among others, 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.
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
2013-04-21 13:46:01
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