Mandalay Resources Corporation Announces Repurchase Offer and Consent Solicitation in Respect of 5.875% Secured Exchangeable Bonds
19.4.2017 13:50 | NASDAQ OMX
TORONTO, April 19, 2017 (GLOBE NEWSWIRE) -- Mandalay Resources Corporation ("Mandalay" or the "Company") (TSX:MND) announced today that Gold Exchange Limited ("GEL"), an unaffiliated special purpose vehicle incorporated in Jersey, has launched a repurchase offer (the "Repurchase") and consent solicitation (the "Consent Solicitation") in respect of its US$60,000,000 principal amount 5.875% secured exchangeable bonds due in 2019 (the "Bonds").
GEL issued the Bonds in 2014 and loaned the proceeds to a subsidiary of the Company pursuant to the terms of a loan agreement and related funding agreement (the "Loan") which together mirror the principal terms of the Bonds.
Pursuant to the Repurchase, GEL is offering to purchase up to US$30,000,000 principal amount of the Bonds from the holders thereof at a price of US$52,500 for each US$50,000 in principal amount of the Bonds.
Pursuant to the Consent Solicitation, GEL is seeking Bondholder approval for a number of proposed amendments to the terms of the Bonds, including:
- extending the maturity date of the Bonds by three years to May 13, 2022;
- deleting a condition of the Bonds that currently requires that beginning on May 14, 2017, as additional security for the Bonds, GEL is required to start depositing into a custody account, the aggregate number of shares of the SPDR Gold Trust issuable upon exchange of the Bonds;
- adding a new covenant to the Bonds pursuant to which GEL will be required to offer to repurchase a proportion of the Bonds outstanding at the relevant time if and to the extent that the contained gold equivalent (in ounces) at Mandalay's Costerfield mine falls below (initially) 232,000 gold equivalent ounces;
- increasing the interest rate payable on the Bonds from 5.875% per annum to 6.375% per annum; and
- reducing the exchange price of the Bonds from US$149.99 to US$135.00.
Further details regarding the Repurchase and the Consent Solicitation are set forth in GEL's announcement regarding the Repurchase and Consent Solicitation, a copy of which is attached to this press release as Schedule "A".
Mandalay will be required to fund any amounts required by GEL to repurchase the Bonds pursuant to the Repurchase and all associated fees and expenses (including early consent fees and consent fees). The outstanding amount of the Loan will be reduced by an amount equal to the principal amount of the Bonds repurchased pursuant to the Repurchase. If the proposed amendments to the terms of the Bonds are approved and implemented, similar amendments will be made to the terms of the Loan.
Mark Sander, President and Chief Executive Officer of Mandalay, commented, "The proposed amendments to Bonds (and in turn to the Loan) provide a number of advantages to Mandalay including eliminating the requirement for Mandalay to deploy capital in a non-productive manner to purchase gold shares for escrow in advance of the maturity of the Bonds and extending the maturity of the Bonds by three years. Any repurchase of the Bonds, which will further de-lever our already lightly levered balance sheet, will be funded from our existing cash balances. Our strong balance sheet should allow us to raise additional debt as and when required to fund our capital investment program and for potential acquisitions."
For Further Information:
President and Chief Executive Officer
Director of Investor Relations
About Mandalay Resources Corporation:
Mandalay Resources is a Canadian-based natural resource company with producing assets in Australia, Sweden and producing and exploration projects in Chile. The Company is focused on executing a roll-up strategy, creating critical mass by aggregating advanced or in-production gold, copper, silver and antimony projects in Australia, the Americas and Europe to generate near-term cash flow and shareholder value.
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the Company's production of gold, silver and antimony for the 2017 fiscal year. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, changes in commodity prices and general market and economic conditions. The factors identified above are not intended to represent a complete list of the factors that could affect Mandalay. A description of additional risks that could result in actual results and developments differing from those contemplated by forward-looking statements in this news release can be found under the heading "Risk Factors" in Mandalay's annual information form dated March 31, 2017, a copy of which is available under Mandalay's profile at www.sedar.com. In addition, there can be no assurance that any inferred resources that are discovered as a result of additional drilling will ever be upgraded to proven or probable reserves. Although Mandalay has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES")
GOLD EXCHANGEABLE LIMITED ANNOUNCES A REPURCHASE OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS U.S.$60,000,000 5.875 PER CENT. SECURED EXCHANGEABLE BONDS DUE 2019, EXCHANGEABLE INTO SHARES IN THE SPDR GOLD TRUST
Gold Exchangeable Limited (the "Issuer") today announces a repurchase offer (the "Repurchase") and consent solicitation (the "Consent Solicitation") in respect of its U.S.$60,000,000 5.875 per cent. Secured Exchangeable Bonds due 2019 (the "Bonds") (ISIN: XS1061459381), exchangeable into shares in the SPDR Gold Trust (the "Gold Shares").
The Repurchase and Consent Solicitation are being made on the terms, and subject to the conditions, contained in the repurchase and consent solicitation memorandum dated 19 April 2017 (the "Repurchase and Consent Solicitation Memorandum"). Capitalised terms used in this announcement have the same meaning ascribed to them in the Repurchase and Consent Solicitation Memorandum.
Background to the Repurchase and Consent Solicitation
Starting on 14 May 2017, the Issuer is required to start acquiring Gold Shares and depositing them in a Custody Account for the benefit of Bondholders. Mandalay Resources Corporation ("MRC") would effectively be required to fund these purchases. This would result in MRC indirectly paying interest on the Bonds while holding increasing amounts of non-yielding Gold Shares, rather than being able to productively invest the funds in its business.
MRC has concluded that this is a sub-optimal use of the Group's assets and, in consultation with certain of the Bondholders, has decided to make the Proposal to all Bondholders to better align anticipated growth opportunities with an efficient balance sheet.
Subject to the terms and conditions set out in the Repurchase and Consent Solicitation Memorandum, the Issuer is offering to repurchase for cash up to U.S.$30,000,000 principal amount of Bonds. The Purchase Price payable for Bonds accepted in the Repurchase shall be U.S.$52,500 for each U.S.$50,000 in principal amount of the Bonds, payable in cash in U.S. dollars. If more than U.S.$30,000,000 in principal amount of Bonds are offered for repurchase in the Repurchase, the Issuer shall scale back all acceptances received on a pro rata basis.
By accepting the Repurchase and submitting an Electronic Instruction, each Bondholder will irrevocably instruct the Principal Paying, Transfer and Exchange Agent to appoint a proxy on behalf of the Bondholder and, subject to the terms and conditions set out in the Repurchase and Consent Solicitation Memorandum, to attend and vote in favour of the Extraordinary Resolution at the Meeting (and any adjournment thereof).
The Proposal that the Issuer is inviting the Bondholders to approve will, if approved and implemented, modify the Conditions and the Trust Deed (with consequential changes to the Amended and Restated Transaction Documents) as follows and as further described in the Supplemental Trust Deed and the Amended and Restated Transaction Documents (items (i) to (vi) together, the "Proposal"):
(i) extension of the maturity date of the Bonds by three years to 13 May 2022;
(ii) deletion of Condition 3.2 in the Conditions, which currently requires that, with effect from 14 May 2017, the Issuer must register Gold Shares in the Custody Accounts on an ongoing basis, and the consequent release by the Trustee (acting on the instructions of the Secured Creditors) of (A) the first ranking fixed charge over the Custody Accounts and the Issuer Bank Account) and (B) the assignment by way of security of all the Issuer's rights, title and interest in and to the Custody Agreement, the Custody Accounts and all Gold Shares and other securities (if any) and any cash distributions related to the Gold Shares (if any) standing to the credit of the Custody Accounts and the Issuer Bank Account Agreement, the Issuer Bank Account and all amounts (if any) standing to the credit of the Issuer Bank Account (the "Relevant Security"), and the removal of the Relevant Security from the Secured Property pursuant to a deed of release to be entered into between 2the Issuer, the Trustee, the Australian Trustee, The Bank of New York Mellon, London Branch (as Paying, Transfer and Exchange Agent, Registrar, Custodian and Account Bank), Crestbridge Corporate Services Limited (as Corporate Services Provider) and Conv-Ex Advisors Limited (as Calculation Agent);
(iii) introduction of a new covenant by the Issuer pursuant to which the Issuer will offer to purchase a proportion of the Bonds outstanding at the relevant time if and to the extent that the contained gold equivalent (in ounces) at MRC's gold-antimony mine in Costerfield, Australia falls below (initially) 232,000 gold equivalent ounces;
(iv) increase in the interest rate payable on the Bonds from 5.875 per cent. per annum to 6.375 per cent. per annum;
(v) reduction in the Exchange Price of the Bonds from U.S.$149.99 to U.S.$135.00; and
(vi) making of certain other technical amendments to the Trust Deed, the Conditions and the Amended and Restated Transaction Documents to give effect to (i) to (v) above.
Early Consent Fee / Consent Fee
Subject to the terms and conditions specified in the Repurchase and Consent Solicitation Memorandum, including the Payment Conditions, being satisfied, Bondholders who have voted in favour of the Extraordinary Resolution by delivering or procuring the delivery of an Electronic Instruction (which is not validly revoked) (a) prior to the Early Consent Deadline will be eligible to receive the Early Consent Fee, and (b) after the Early Consent Deadline but prior to the Expiration Deadline will be eligible to receive the Consent Fee, save that the Early Consent Fee and Consent Fee shall not be payable in respect of any Bonds that are tendered for purchase in the Repurchase.
Bondholders will not receive the Early Consent Fee or the Consent Fee in respect of any Bonds tendered for purchase in the Repurchase.
The Early Consent Fee is an amount in cash in U.S. dollars equal to 1.00 per cent. of the aggregate principal amount of Bonds which are the subject of a relevant Electronic Instruction, and is only payable in respect of Bonds which are the subject of an Electronic Instruction delivered prior to the Early Consent Deadline, and which are not tendered for purchase in the Repurchase.
The Consent Fee is an amount in cash in U.S. dollars equal to 0.50 per cent. of the aggregate principal amount of Bonds which are the subject of a relevant Electronic Instruction, and is only payable in respect of Bonds which are the subject of an Electronic Instruction delivered after the Early Consent Deadline but prior to the Expiration Deadline, and which are not tendered for purchase in the Repurchase.
As at the date of this Repurchase and Consent Solicitation Memorandum, the Issuer has received indications of support for the Proposal from Bondholders holding in aggregate U.S.$35,000,000 in principal amount of the Bonds (equal to 58.3 per cent. of the outstanding Bonds).
THE ISSUER WILL NOT ACCEPT REPURCHASES OF BONDS IF IT DOES NOT RECEIVE ELECTRONIC INSTRUCTIONS VOTING IN FAVOUR OF THE PROPOSAL FROM BONDHOLDERS HOLDING IN AGGREGATE AT LEAST 75 PER CENT. IN PRINCIPAL AMOUNT OF THE BONDS OUTSTANDING BY THE EXPIRATION DEADLINE.
This timetable assumes that (i) the Meeting is quorate and (ii) new meetings are not convened in respect of the Bonds. This timetable is subject to change and dates and times may be extended or changed by the Issuer in accordance with the terms of the Repurchase and Consent Solicitation, as described in the Repurchase and Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
|Event Day||Date and Time|
|Commencement of Repurchase and Consent Solicitation|
|Repurchase and Consent Solicitation announced. Repurchase and Consent Solicitation Memorandum available from the Repurchase Agent and the Principal Paying, Transfer and Exchange Agent||
19 April 2017.
Deadline for Early Consent Fee
Latest time for receipt of votes in favour of the Proposal to qualify for the Early Consent Fee.
4:00 p.m. (London time) on 28 April 2017.
|Deadline for appointing a proxy or representative|
|In relation to the Meeting of the Bonds, the latest time for appointing a proxy or representative to attend and vote at the Meeting in person.||4:00 p.m. (London time) on 10 May 2017.|
| Final deadline for receipt of valid Electronic Instructions by the Repurchase Agent in order for Bondholders to be able to participate in the Repurchase.
Final deadline for receipt of valid Electronic Instructions in favour of the Extraordinary Resolution by the Principal Paying, Transfer and Exchange Agent of an Electronic Instruction.
|4:00 p.m. (London time) on 10 May 2017.|
|Time and date of the Meeting.||10:00 a.m. (London time) on 12 May 2017.|
|Announcement and publication of results of the Meeting|
|Announcement of the results of the Meeting.||As soon as reasonably practicable after the Meeting has concluded.|
Date on which payment of the Purchase Price for the Bonds accepted for purchase and settlement of such purchases is expected to be made.
Date on which the Consent Fee and the Early Consent Fee (if applicable) is expected to be paid.
15 May 2017
A complete description of the terms and conditions of the Repurchase and the Proposal is set out in the Repurchase and Consent Solicitation Memorandum. A copy of the Repurchase and Consent Solicitation Memorandum is available to eligible persons upon request from the Principal Paying, Transfer and Exchange Agent.
Before making a decision with respect to the Proposals, Bondholders should carefully consider all of the information in the Repurchase and Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations".
None of the Issuer, MRFL, MRC, the Dealer Manager and Solicitation Agent, the Repurchase Agent, the Principal Paying, Transfer and Exchange Agent, the Trustee or the Australian Trustee, or any of their respective directors or employees, makes any recommendation as to whether Bondholders should participate in the Repurchase and approve the Proposal described in the Repurchase and Consent Solicitation Memorandum. This announcement must be read in conjunction with the Repurchase and Consent Solicitation Memorandum. This announcement and the Repurchase and Consent Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the Proposal. If any holder of Bond is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Offer and Distribution Restrictions
This announcement and the Repurchase and Consent Solicitation Memorandum do not constitute an invitation to participate in the Repurchase in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Repurchase and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Repurchase and Consent Solicitation Memorandum comes are required by each of the Issuer, MRFL, MRC, the Dealer Manager and Solicitation Agent, the Repurchase Agent and the Principal Paying, Transfer and Exchange Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the Repurchase and Consent Solicitation that would permit a public offering of securities.
Requests for information in relation to the Repurchase and Consent Solicitation should be directed to:
DEALER MANAGER AND SOLICITATION AGENT
KNG Securities LLP
6 Broad Street Place
London EC2M 7JH
Telephone: +44 20 7426 2602
Attention: Nick Nugent
Requests for copies of the Repurchase and Consent Solicitation Memorandum and information in relation to the procedures for submission of an Electronic Instruction should be directed to:
REPURCHASE AGENT AND PRINCIPAL PAYING, TRANSFER AND EXCHANGE AGENT
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
Telephone: +44 (0)1202 689644
Attention: Debt Restructuring Services Team
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Mandalay Resources Corporation via Globenewswire
Följ NASDAQ OMX
Skriv in din e-postadress så får du ett mejl när vi har något nytt att berätta.
Senaste nyheterna från NASDAQ OMX
Gaining Momentum: Vricon Hires Barry Tilton as CTO and VP of Engineering21.7.2017 15:21 | Pressmeddelande
McLean, Virginia, July 20, 2017 (GLOBE NEWSWIRE) -- Vricon, a global leader in 3D imagery, is pleased to announce the addition of Barry Tilton, who will join Vricon Systems LLC as the Vice President of Engineering and CTO for U.S. Government Programs. Vricon's mission is to build The Globe in 3D by producing photorealistic 3D products and digital elevation models with unmatched coverage and delivery timelines. Tilton will spearhead efforts to create new content and improve response times and product quality for Vricon's customers. Tilton brings a unique and extensive background in the Defense and Intelligence communities, having worked in remote sensing systems design and user support for a range of customers, to include the Air Force Space program, the National Geospatial-Intelligence Agency, the National Reconnaissance Office, the Office of the Director of Intelligence, and the Under Secretary of Defense for Intelligence. Tilton also has experience in international technic
REG Celebrates Completion of Upgrade Project at Emden Biorefinery20.7.2017 19:46 | Pressmeddelande
EMDEN, Germany, July 20, 2017 (GLOBE NEWSWIRE) -- Renewable Energy Group, Inc. (NASDAQ:REGI) marked the completion of upgrades at its Emden, Germany biorefinery Wednesday with a ribbon cutting ceremony with government and community members. REG invested 2.5 million € for the installation of a new biodiesel distillation column and a thermal oil heater. "This investment is another milestone in REG's European strategy to be a leader in delivering high quality biofuels," said Jean Scemama, Vice President, REG Energy Europe. "Within this strategy, Emden is positioned to perform well with deep water access to receive and deliver products by vessel and can now meet or exceed the highest quality standards required by our customers." "This project is a result of teamwork across REG's teams in Europe and the U.S." said Brad Albin, Vice President, Manufacturing. "Upgrading Emden's distillation capability enables us to more effe
Constellation Brands Elects Susan Somersille Johnson of SunTrust Banks, Inc. to its Board of Directors20.7.2017 15:38 | Pressmeddelande
VICTOR, N.Y., July 20, 2017 (GLOBE NEWSWIRE) -- Constellation Brands, Inc. (NYSE:STZ) (NYSE:STZ.B), a leading beverage alcohol company, announced today that its board of directors increased the size of the board from 10 to 11 members. In addition, the board elected Susan Somersille Johnson, corporate executive vice president and chief marketing officer of SunTrust Banks, Inc., to serve as a member of the board, effective as of the close of business on July 18, 2017. A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/dfad4ec0-c876-49e9-9ff4-bc9f803b7cb1 "We're pleased to welcome Susan to the board of directors," said Constellation's Chairman of the Board Richard Sands. "Susan's deep understanding of brand strategy and marketing, as well as her passion for technology, will make a great addition to Constellation as we continue to build on the existing strengths of our board and the compan
Appian Extends its Capabilities with a New Robotic Digital Workforce Offering20.7.2017 15:00 | Pressmeddelande
Appian RPA with Blue Prism Brings Together Leading Business Process Management, Low-Code Application Development, and Robotic Process Automation (RPA) RESTON, Va., July 20, 2017 (GLOBE NEWSWIRE) -- Appian, (NASDAQ:APPN), a leading global provider of low-code application development and BPM software, today announced the addition of Blue Prism's industry leading Robotic Process Automation (RPA) capabilities to its platform. The new product offering, Appian RPA with Blue Prism, brings together leading low-code application development, BPM, and robotic workforce software for the first time as an offering from a single vendor. This offering builds on an already well-established partnership while giving organizations a one-stop-shop for all their enterprise automation needs, especially those that require the highest levels of auditing, security and scalability. "Appian's platform is now extended with robotic process automation from Blue Prism," said Matt
Jennifer Powers to join Global Infrastructure Partners as a Partner and Chair of GIP's Credit Business19.7.2017 18:16 | Pressmeddelande
For Immediate Release New York, July 19, 2017 (GLOBE NEWSWIRE) -- Global Infrastructure Partners (GIP), the leading, independent global infrastructure investment firm, announced today that Jennifer Powers will join GIP in September as a Partner and Chair of GIP's Credit Business. Ms. Powers will work closely with GIP Partner Jon Bram and GIP CAPS Fund Managing Partners Reiner Boehning and Steve Cheng to build out and expand GIP's Credit Business into a market leader in providing financing for infrastructure assets and projects. Ms. Powers joins GIP from Mizuho Bank where she was co-head of Investment Grade Debt Capital Markets. Prior to Mizuho, she was a founding member of the Royal Bank of Scotland's Credit Markets Business. Ms. Powers also spent 12 years in the energy investment banking and capital markets departments of Credit Suisse. Ms. Powers has extensive experience in advising and financing clients in the energy and infr
Solar Street Lights Illuminate Bujumbura, Burundi19.7.2017 16:10 | Pressmeddelande
Solar Pioneer Gigawatt Global Expands its Green Energy Offerings in Africa "By expanding our investments from commercial scale projects to include off-grid additionally, we are positively impacting the lives of millions of people in Burundi and throughout Africa" - Yosef I. Abramowitz, CEO, Gigawatt Global BUJUMBURA, Burundi, July 19, 2017 (GLOBE NEWSWIRE) -- Downtown Bujumbura just got a little brighter, thanks to an innovative partnership between Mayor Freddy MBONIMPA and Gigawatt Global (http://GigawattGlobal.com), a founding member of United States Power Africa's Beyond the Grid program. [Access multimedia content here: http://APO.af/ePScuQ/ http://APO.af/xxruhc/ http://APO.af/gdfypU/ http://APO.af/Xpw3uh ] This week solar-powered 'light islands' began appearing in the heavily-trafficked central bus station and
I vårt nyhetsrum kan du läsa de senaste nyheterna, få tillgång till pressmaterial och hitta kontaktinformation.Besök vårt nyhetsrum