Bushveld Minerals Limited Update on Conditional Agreement with Vametco (0859F)
July 25 2016 - 2:00AM
UK Regulatory
TIDMBMN
RNS Number : 0859F
Bushveld Minerals Limited
25 July 2016
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
The company news service from the London Stock Exchange
END
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July 25, 2016 02:00 ET (06:00 GMT)