Consolidated Minerals Ltd: Senior Secured Notes due 2020
ST HELIER, Jersey, May 12, 2017 /PRNewswire/ --
Regulation S Notes: ISIN USG2370YAB23 / CUSIP G2370YAB2
Rule 144A Notes: ISIN US209504AB54 / CUSIP 209504AB5
Consolidated Minerals Ltd. ("CONSMIN" OR "the Company") announces THAT CHINA TIAN YUAN MANGANESE LIMITED (THE "OFFEROR") HAS MADE AMENDMENTS TO THE TERMS OF THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED APRIL 4, 2017 (AS AMENDED and/or supplemented from TIME TO TIME, THE "sTATEMENT")
Capitalized terms used in this announcement and not otherwise defined herein have the meanings ascribed to them in the Statement.
The Statement issued by the Offeror has today been amended by the Offeror as follows:
- the Offeror is not required to give five New York Business Days' prior public notice to Noteholders of any change to the Expiration Date;
- the Offeror is not required to extend the then applicable Expiration Date if, by the date falling five New York Business Days prior to the then applicable Expiration Date, the Noteholder Consent Condition has not been satisfied; and
- in accordance with Rule 14e-1(d) under the Securities Exchange Act of 1934, the Offeror may extend the Expiration Date by giving notice of such extension on or before 9:00 am EST on the New York Business Day after the scheduled Expiration Date.
The Offeror also notes that holders of Notes who are party to the Lock-Up Deed, representing 89.84% of Notes Outstanding, have also waived the relevant provisions of the Lock-Up Deed to reflect their agreement to items 1 and 2 above.
The Offeror further confirms that the Expiration Date will not be extended beyond the Long-Stop Date.
Noteholders are advised to read carefully the Statement for full details of, and information on the procedures for participating in, the Offer.
About Consolidated Minerals Limited
Consmin is a leading manganese ore producer with mining assets in Australia and Ghana. The principal activities of the Company and its subsidiaries (the "Group") are the exploration, mining, processing and sale of manganese products. The Group's operations are primarily conducted through four major operating/trading subsidiaries: Consolidated Minerals Pty Limited (Australia), Ghana Manganese Company Limited (Ghana), Manganese Trading Limited (Jersey) and Pilbara Trading Limited (Jersey).
Consolidated Minerals Ltd. is headquartered in Jersey and the address of its office is Commercial House, 3 Commercial Street, St Helier, Jersey, Channel Islands, JE2 3RU.
Important Notice
These materials may contain forward-looking statements regarding future events or the future financial performance of Consolidated Minerals Ltd. (the "Company"). You can identify forward looking statements by terms such as "expect", "believe", "estimate", "anticipate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, as well as many other risks specifically related to the Company and its operations, including those discussed in these materials.
For further information, please contact:
Rothschild
Roger Ewart Smith
+44(0)207280-5424
Roger.Ewart.Smith@Rothschild.com
Cleary Gottlieb
Pierre-Marie Boury
+44(0)207-614-2380
pboury@cgsh.com
Advisors to the Ad-Hoc Committee of Bondholders:
Moelis & Company
Charles Noel-Johnson
+44(0)20-7634-3568
Charles.noel-johnson@moelis.com
Sean Scoggins
+44(0)20-7634-3577
Sean.scoggins@moelis.com
Cadwalader, Wickersham & Taft
Richard Nevins
+44(0)20-7170-8624
Richard.nevins@cwt.com
Contact
David Slater – dslater@consmin.com