RIO TINTO PLC
6 October 1999
The following was announced by Lihir Gold Limited on 6th
October 1999
Joint Announcement by Lihir Gold Limited and Niugini Mining
Limited
The Boards of Lihir Gold Limited ('Lihir Gold') and Niugini
Mining Limited ('Niugini Mining') have agreed that Lihir Gold
will acquire all the issued shares of Niugini Mining through a
Scheme of Arrangement under PNG law ('Scheme'), subject to the
conditions in the attached Appendix.
Lihir Gold would issue to Niugini Mining shareholders,
collectively:
161.5 million Lihir Gold shares, being one fully paid Lihir
Gold share for each Lihir Gold share currently held by Niugini
Mining; and
fully paid Lihir Gold shares in exchange for Niugini Mining's
net cash balance at the effective date of the Scheme ('Net
Cash'), expected to be approximately US$52 million. The
number of Lihir Gold shares to be issued in exchange for the
Net Cash would be calculated by dividing Net Cash by the price
at which Lihir Gold is currently undertaking an institutional
placement (the 'Placement'). Details of the Placement have
been announced by Lihir Gold simultaneously with this release.
On the basis of yesterday's (5 October 1999) closing market
price of A$1.75 per Lihir Gold share, Lihir Gold would issue
approximately an additional 45 million Lihir Gold fully paid
shares to Niugini Mining shareholders.
At this price Lihir Gold would issue to each Niugini Mining
shareholder approximately 1.76 Lihir Gold shares for every
Niugini Mining share held, although the final ratio would not
be determined until the amount of Net Cash has been determined
at the effective date of the Scheme.
Based on a 1.76:1 share exchange ratio and yesterday's (5
October 1999) Lihir Gold closing market price of A$1.75,
Niugini Mining shareholders would receive shares in Lihir
valued at A$3.08 per Niugini Mining share which would
represent a premium of 19% over yesterday's (5 October 1999)
Niugini Mining closing market price of A$2.58.
Battle Mountain, which holds 50.5% of Niugini Mining, supports
the proposed Scheme. Based on the foregoing illustrative
terms, Battle Mountain would hold approximately 104 million
Lihir Gold shares following completion of the Scheme, and has
agreed to hold the shares of Lihir Gold which it receives for
at least three months following the effective date of the
Scheme.
On completion of the Scheme, Niugini Mining would become a
wholly owned subsidiary of Lihir Gold, with its only
significant assets being shares in Lihir Gold and cash. Lihir
Gold intends to cancel the 161.5 million shares held by
Niugini Mining, subject to regulatory approval and if
necessary approval of the PNG Court. Excluding these shares,
the Scheme would result in Lihir Gold's issued capital being
expanded by the issue of approximately 45 million new shares.
Lihir Gold's acquisition of Niugini Mining would provide Lihir
Gold with additional cash of some US$52 million, which Lihir
Gold would use with the proceeds of the placement to reduce
the amount and cost of its debt finance, and to provide
enhanced operational flexibility. The transaction would also
substantially simplify Lihir Gold's shareholder structure, and
provide the shareholders of Niugini Mining with a more liquid
shareholding in Lihir Gold.
It is anticipated that the effective date of the Scheme would
be approximately three months from the date of this
announcement.
For further information contact:
Media Relations Investor Relations
John Hughes Peter Jarvis
+ 44 207 753 2331 + 44 207 753 2401
APPENDIX
The agreement between Lihir Gold and Niugini Mining is
conditional upon:
1. Completion of the private Placement within 10 business
days of its announcement raising a minimum of US$90,000,000 on
the terms announced, unless the period or the amount (or both)
is waived by NML.
2. Shareholder and regulatory approvals to the extent
required by either Niugini Mining or Lihir Gold.
No prescribed occurrences in either Niugini Mining or Lihir
Gold (as outlined in Section 603 of the Australian
Corporations Law) occurring, other than the above mentioned
private Placement
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