Update on Conditional Agreement with Vametco
|
25 July 2016 |
|
Bushveld Minerals Ltd
("Bushveld" or the "Company")
Update on Conditional Purchase Agreement with Evraz for Vametco
Bushveld Minerals Limited (AIM: BMN), a diversified mineral development company with a portfolio of vanadium, titanium, iron ore, tin and coal assets in Africa, is pleased to announce agreed material amendments to terms of the Share Purchase Agreement ("SPA") for the acquisition of Strategic Minerals Corporation ("SMC") from Evraz Group SA ("Evraz") (the "Acquisition"), further to the announcements made on 9 May 2016, 20 June 2016 and 15 July 2016.
Bushveld Vametco Limited, in which Bushveld will have a 45 per cent. interest, has reached agreement with Evraz to adjust the consideration payable pursuant to the Acquisition and restructure the two stage completion into one. Yellow Dragon Holdings Limited ("Yellow Dragon") will hold the remaining 55 per cent. in Bushveld Vametco Limited and remains committed to providing its share of the Acquisition funding. The agreed amendments eliminate the risk of partial completion of the Acquisition.
A summary of the key amendments to the SPA is provided below:
§ Combination of the original Tranche 1 and Tranche 2 completions into a single stage completion. The transaction is now scheduled to complete on or before 31 March 2017, approximately three months earlier than the previous long stop date of 15 July 2017. Completion remains subject to Bushveld and Yellow Dragon providing the necessary funding to finance the Acquisition and is subject to the previously announced regulatory approvals being obtained;
§ Final agreed adjustment to the US$17,206,909 acquisition consideration to US$16,466,000 in accordance with working capital and net debt provisions. The amended agreement further provides for a consideration reduction mechanism as incentive for early completion;
§ Payment of an additional amount of US$646,000 as security for completion, which, together with the exclusivity fee and completion security fee paid to date of US$1,000,000 in aggregate, will be set off against the final purchase price; and
§ Bushveld Vametco will be assigned a seat on the board of SMC with observer status, up to transaction completion.
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014.
Commenting on this extension, Fortune Mojapelo said "We wish to assure shareholders we remain focused on completing the 78.8 per cent interest acquisition in SMC as planned. Not only does the amendment ensure a reduced purchase consideration and an incentive to complete earlier than scheduled, but it also allows us to finance the entire acquisition as single package and eliminates any risk of partial completion of the transaction. Moreover, the revised structure ensures that, at US$1.646 million, much less cash is tied up in the transaction over a period in which Bushveld would have held a minority position in SMC pending completion of the entire transaction."
Enquiries: info@bushveldminerals.com
|
Bushveld Minerals Fortune Mojapelo
|
+27 (0) 11 268 6555 |
|
Strand Hanson Limited Andrew Emmott / Ritchie Balmer
|
+44 (0) 20 7409 3494 |
|
Mirabaud Securities LLP Rory Scott
|
+44 (0) 20 7878 3360 |
|
Beaufort Securities Limited Jon Belliss
|
+44 (0) 20 7382 8300 |
|
Tavistock Jos Simson/ Barney Hayward
|
+44 (0) 20 7920 3150 |
|
Lifa Communications (South Africa) Gabriella von Ille
|
+27 (0) 711 121 907 |
This information is provided by RNS
Latest directors dealings
- 12 minutes ago Vanquis Banking Group 20
- 2 hours ago Frasers Group
- 2 hours ago Cavendish Financial
- 2 hours ago Diaceutics
- 2 hours ago AB Dynamics