Consolidated Minerals Ltd. Announces that China Tian Yuan Manganese Limited
Consolidated Minerals Limited Announces that China Tian Yuan Manganese Limited has Announced the Satisfaction of the Noteholder Consent Condition to the Offeror’s Tender Offer and Consent SolicitationST HELIER, May 23, 2017 Senior Secured Notes due 2020
Regulation S Notes: ISIN USG2370YAB23 / CUSIP G2370YAB2
Rule 144A Notes: ISIN US209504AB54 / CUSIP 209504AB5
We refer to 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.
As at the Expiration Date, being 23:59pm EST on May 19, 2017, the Offeror received Consents to the Proposed Amendments from US$416,232,846 in principal amount of the Notes, representing 99.94% of the Notes Outstanding. Accordingly, the Offeror has given notice that the Noteholder Consent Condition has been satisfied.
The Supplemental Indenture and agreements to give effect to the Security Releases have been signed and dated on May 22, 2017. As set out in the Statement, the terms of the Supplemental Indenture and the Security Releases shall only become operative upon the Deposit being made.
The Offeror expects the Payment Date to be no later than May 24, 2017.
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)20-7280-5424
Roger.Ewart.Smith@Rothschild.com
Cleary Gottlieb
Pierre-Marie Boury
+44-207-614-2380
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, +44(0)7797-719863