By Consolidated Minerals Limited (the "Company") announced on December 16, 2013 a tender
offer (the "Offer") to purchase for cash an aggregate principal amount of up to
U.S.$150,000,000 of the outstanding U.S. $405,000,000 8.875% Senior Secured Notes due 2016
(Reg S ISIN: USG2370YAA40, 144A ISIN: US209504AA71, the "Notes") issued by the Company
from eligible holders of the Notes.
With immediate effect and in accordance with the terms and conditions contained in the
Offer to Purchase dated December 16, 2013 (the "Offer to Purchase"), the Company announces
that it has extended the timeline of certain events described in the Offer to Purchase,
including an extension of the Expiration Time from 11:59 p.m., New York City time on
January 15, 2014 (the "Original Expiration Time") to 11:59 p.m., New York City time on
January 29, 2014 (the "Extended Expiration Time"). For the Notes tendered by the Original
Expiration Time, settlement will take place on January 21, 2014 (the "Original Settlement
Date") and for Notes tendered in the period between the Original Expiration Time and
Extended Expiration Time, settlement will take place on February 3, 2014 (the "New
Settlement Date"). The revised expected transaction timeline is set forth below, and all
other terms and conditions of the Offer to Purchase remain in effect and unchanged.
Date Calendar Date Event
Extended 11:59 p.m., New York The deadline for Holders to
Expiration Time City time, on January tender Notes and be eligible
29, 2014, unless the to receive the Tender Offer
Offer is extended or Consideration for Notes
terminated by the tendered.
Offeror in its sole
discretion.
New Settlement February 3, 2014, The day that the Offeror
Date unless the Offer is deposits with the Depositary
extended or terminated and Information Agent or, upon
by the Offeror in its the Depositary and Information
sole discretion. Agent's instructions, DTC, the
amount of cash necessary to
pay the Tender Offer
Consideration plus the Accrued
Interest for the Notes
accepted for purchase pursuant
to the Offer between the
Original Settlement Date and
the New Settlement Date.
The Withdrawal Time (11:59 p.m., New York City time on January 15, 2014) has now
passed. Notes already tendered pursuant to the Offer may no longer be withdrawn, and any
other Notes tendered prior to the Expiration Time may not be withdrawn.
Aside from the extension of the Expiration Time and the Settlement Date, all other
terms and conditions of the Offer as described in the Offer to Purchase remain unchanged.
Capitalised terms used but not otherwise defined in this announcement shall have the
meaning given to them in the Offer to Purchase. Holders are advised to read carefully the
Offer to Purchase for full details of, and information on, the procedures for
participating in, the Offer.
Consolidated Minerals Limited has retained Citigroup Global Markets Limited to serve
as the Dealer Manager, and Global Bondholders Services Corporation to serve as its
Depositary and Information Agent.
The Depositary and Information Agent for the Offer is:
Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
United States of America
By facsimile:
(212) 430 3775/3779
For Information by Telephone:
(212) 430 3774 (Banks and brokers)
(866) 470 4200 (U.S. toll free)
Holders who need assistance with respect to the procedures for tendering
Notes or copies of the Offer to Purchase should contact the Depositary and
Information Agent. A Holder may also contact the Dealer Manager, at its
address and telephone numbers set forth below or such Holder's broker,
dealer, commercial bank, trust company or nominee for assistance
concerning the Offer.
The Dealer Manager for the Offer is:
Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
Telephone:
Within the United States:
(800) 558 3745 (U.S. toll free)
(212) 723 6106 (Collect)
Outside the United States:
+44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which should be read
carefully before any decision is made with respect to the Offer. If any Holder is in any
doubt as to the action it should take, it is recommended to seek its own financial advice,
including as to any tax consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender Notes in the Offer. None of
Consolidated Minerals Limited, the Dealer Manager or the Depositary and Information Agent
nor any of their respective directors, employees or affiliates makes any recommendation
whether Holders should tender Notes in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes an invitation to
participate in the Offer 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 this announcement and the Offer to
Purchase in certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Offer to Purchase comes are required by each of the Company,
the Dealer Managers and the Depositary and Information Agent to inform themselves about,
and to observe, any such restrictions.
United Kingdom
The communication of the Offer to Purchase and any other documents or materials
relating to the Offer is not being made by, nor have any such documents and/or materials
been approved by an "authorised person" for purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Order)) or within Article 43
of the Order, or to other persons to whom it may lawfully be communicated in accordance
with the Order.
France
The Offer is not being made, directly or indirectly, to the public in France. Neither
this announcement, the Offer to Purchase nor any other documents or offering materials
relating to the Offer have been distributed or caused to be distributed and will not be
distributed or caused to be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour compte
de tiers), (ii) qualified investors (investisseurs qualifiés), other than individuals,
acting for their own account, all as defined in, and in accordance with, Articles L.411-2
and D.411-1 of the French Code monétaire et financier and/or (iii) the other legal
entities referred to in Articles L.341-2 1degree(s) and D.341-1 of the French Code
monétaire et financier, are eligible to participate in the Offer. The Offer to Purchase
has not been and will not be submitted to the clearance procedures (visa) of nor approved
by the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase or any other documents or materials
relating to the Offer have been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No.
58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of Notes that are resident or located in Italy can tender
Notes through authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations and with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Notes or the Offer.
* * *
Consolidated Minerals Limited is a leading manganese ore producer with mining
operations in Australia and Ghana and it is headquartered in Jersey. The Company's
principal activities are the exploration, mining, processing and sale of manganese ore.
Additional information may be found at http://www.consmin.com
Certain statements in this release are "forward-looking statements" within the meaning
of the rules and regulations of the U.S. Securities and Exchange Commission. Forward
looking statements are inherently subject to risks and uncertainties, many of which the
Company cannot predict with accuracy and some of which the Company might not even
anticipate. Although the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions at the time made, the
Company can give no assurance that such expectations will be achieved. Future events and
actual results, financial and otherwise, may differ materially from the results discussed
in the forward-looking statements as a result of risks and uncertainties, including,
without limitation, possible changes in the timing and consummation of the Offer. Holders
are cautioned not to place undue reliance on these forward-looking statements. The Company
assumes no obligation to update and supplement forward-looking statements that become
untrue because of subsequent events, new information or otherwise except as may be
required under Rule 14e-1 under the Securities Exchange Act of 1934 (the "Exchange Act").
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information. All information should be checked prior to publication.Consolidated Minerals Limited Announces Extension of the Expiration Date Relating to Offer to Purchase up to $150 Million in Aggregate Principal Amount of Notes
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