TIDMIMIC
RNS Number : 9441E
Intl Mining & Infrast Corp PLC
09 November 2015
9 November 2015
INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC
("IMIC" or the "Company")
New Bond Raises US$22,000,000
International Mining & Infrastructure Corporation plc (AIM:
IMIC), the Company focused on unlocking the value of iron ore in
Africa, is pleased to announce that it has successfully raised
US$22,000,000 via a bond instrument (the "New Bond"). The Company
also announces certain proposed changes to the terms of its four
existing bond instruments.
The New Bond has been issued for a term of 4 years and is due to
mature on 5 November 2019. The New Bond bears interest at the fixed
rate of 15 per cent. per annum with 3 per cent payable on 5
November in each year commencing in 2016 and 12 per cent being
deferred and payable with the principal of the New Bond at
maturity.
As part of the arrangements relating to the issuance of the New
Bond, the Company's subsidiary Caminex S.A. ("Caminex") irrevocably
undertakes, subject to IMIC shareholders' approval, to allow the
holders of the New Bond ("New Bondholders") the option to acquire
4,903 shares in Caminex ("Caminex Option") representing 49.5 per
cent of the enlarged issued share capital of Caminex, being 9,905
shares, at the nominal value of Central African CFA francs 10,000
per Caminex share. The Caminex Option is exercisable at any time
from month 19 after the date of issue of the New Bond up to the
maturity date of the New Bond.
In addition, as part of the New Bond issuance introductory fee,
IMIC will issue warrants ("IMIC Warrants") to acquire 5,034,612
ordinary shares in IMIC, representing 2.5 per cent of the enlarged
issued share capital of IMIC, being 201,384,462 shares, at the
nominal value of 0.2 pence per ordinary share. The IMIC Warrants
are exercisable at any time within the 4 year period of the New
Bond.
Caminex has agreed to make a royalty payment, subject to IMIC
shareholders' approval, payable to the New Bondholders over a 35
year term, subject to a formal agreement between Caminex and the
New Bondholders, payable at US$1 per tonne produced at Ntem,
targeted at 4 million tonnes over a minimum 15 year life of mine,
and 25 cents per tonne produced at Nkout, targeted between
approximately 16 million tonnes initially and ramping up to 35
million tonnes.
The Company has agreed to grant the New Bondholders and the
existing bondholders (the bondholders of the bonds stated in Table
1 below, "Existing Bondholders") security over all the Company's
shares in Caminex, IMIC's operating subsidiary which holds the
Ntem, Nkout and Akonolinga iron ore assets in Cameroon,
representing 99.4% of the issued share capital of Caminex.
The New Bondholders are entitled at any time up to the end of
the term of the New Bond to nominate a director to the Board of
IMIC, subject to regulatory approvals.
In addition, an independent audit firm will be appointed to
prepare an audit report on a quarterly basis for the New
Bondholders with regard to spending and progress on the Definitive
Feasibility Study for the Ntem project, an exciting and
economically viable project at the current iron ore prices that
benefits from close proximity to the existing Kribi port,
high-quality, 70% Fe premium product and potential for significant
capex reduction through "Build-Own-Operate-Transfer" solutions for
the project's infrastructure components. A scoping study confirmed
the strength of the Ntem project and demonstrated that it is
capable of generating favourable financial returns, even in the
current cyclical downturn in global iron ore prices.
Proceeds from the New Bond issue will be used by IMIC to advance
the development of the Company's assets, including completion of
the Definitive Feasibility Study for the Ntem project, to meet the
Company's working capital purposes, as well as to service essential
debt obligations of IMIC.
The New Bond provides for various events of default. In case of
the occurrence of an event of default, the New Bondholders may, by
written notice to the Company, declare all outstanding amounts
under the New Bond and any interest thereon to become immediately
repayable. The security granted in respect of the Caminex shares
will also become enforceable upon the service of such notice.
These events of default include inter alia:
-- any incorrect or misleading representation or statement that
proves to have been made by the Company in connection with the New
Bond;
-- enforcement of security created by any mortgage or charge executed by the Company;
-- failure to grant the New Bondholders the Caminex Option before 31 December 2015;
-- failure to grant in favour of the Trustee, security over the
Company's entire shareholding in Caminex before 31 December
2015;
-- the security interest granted over the Company's entire
shareholding in Caminex is not in full force and effect within 90
days of the issue date of the New Bond;
-- failure to raise US$2,000,000 of equity within 180 days of the issue date of the New Bond;
-- failure to enter into a royalty agreement within 30 days of the issue date of the New Bond;
-- default by Caminex under the royalty agreement or failure to secure permit renewals;
-- any vote cast by any shareholder of IMIC which may in any way
affect any benefits of the New Bondholders in connection with the
issuance of the New Bond;
-- occurrence of a change of control in respect of the Company;
The New Bond includes a negative pledge by the Company, or any
of its subsidiaries, not to grant security over any of the
Company's assets, revenues or any present or future undertakings at
any point prior to the final redemption date of the New Bond (other
than the security requested by the Existing Bondholders) without
the approval of the New Bondholders.
Following announcements relating to four of IMIC's existing
bonds, on 17 April, 28 April and 22 October 2015 (together
"Existing Bonds", illustrated in Table1), IMIC is pleased to
announce it continues to take steps to further restructure the
interest payable on the Existing Bonds to allow more effective fund
management ensuring progressive development of its iron ore
projects in Cameroon.
Table1. Existing Bonds
Issue Date Amount US$ Restructured Coupon Maturity
Announced
------------- ----------- ------------- ------- ------------
18 Oct 2012 10,000,000 17 Apr 2015 5% 18 Oct 2020
------------- ----------- ------------- ------- ------------
16 Apr 2013 30,000,000 28 Apr 2015 5% 30 Oct 2021
------------- ----------- ------------- ------- ------------
11 Jun 2013 20,000,000 28 Apr 2015 5% 30 Oct 2021
------------- ----------- ------------- ------- ------------
26 Nov 2013 30,000,000 22 Oct 2015 5% 20 Dec 2020
------------- ----------- ------------- ------- ------------
Under the new proposed terms, with effect from October 2015 the
interest of 5 per cent. payable on the Existing Bonds will be paid
at 3 per cent. on an annual basis and the remaining 2 per cent.
will be deferred to the end of term of each of the Existing Bonds,
accrued and repaid at maturity of each Existing Bond. In addition,
the Existing Bondholders have requested the Company to grant
security for the Existing Bonds and the Company has agreed to this
request. These terms have been agreed in principle with the
Existing Bondholders and are subject to approval by 75 per cent
majority of the votes cast at the Existing Bondholders meeting to
be held in the next few weeks.
Ethelbert Cooper, IMIC's Chairman, commented:
"I am delighted to announce the New Bond issue and am
particularly pleased that we have been able to successfully
complete this fundraising in such a challenging commodity price
environment. This new investment demonstrates IMIC's ability to
secure financing which will allow the Company to accelerate the
development of its assets and significantly strengthen our balance
sheet. I am pleased with the continued support and confidence
placed in the Company by the Bondholders. The further restructuring
of the Existing Bonds will be substantially beneficial to IMIC as
it will provide increased financial and operational flexibility and
allow more adequate fund allocation for continued advancement of
our projects."
For further information, please contact:
International Mining & Infrastructure www.imicplc.com
Corporation plc
Ethelbert Cooper, Chairman
Haresh Kanabar, Chief Financial +44 (0) 20 7290
Officer 3340
Pareto Securities Limited - Sole www.paretosec.com
Broker +44 (0) 20 7786
Guy Wilkes / Will Slack 4370
Buchanan - Financial PR www.buchanan.uk.com
Mark Court / Sophie Cowles +44 (0) 20 7466
5000
About IMIC
IMIC's strategy is, in conjunction with its partner AIOG,
working to develop fundable solutions to infrastructure provision
for iron ore resources in West and Central Africa. In support IMIC
will seek to acquire interests in iron ore projects that would
benefit from a specific infrastructure solution. IMIC made its
first investment with the Dec 2013 acquisition of Afferro Mining
Inc, taking ownership of four iron ore deposits in Cameroon, the
most advanced asset being Nkout. IMIC plans to continue to develop
its assets, including accelerating the feasibility studies of the
smaller Ntem deposit, which is located only 80km from Kribi deep
water port.
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