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Xstrata Nickel to declare its takeover offer for Jubilee Mines unconditional if its interest exceeds 50% by 6 December 2007 (PDF)
26 November 2007
Xstrata Nickel Australia Pty Limited (“Xstrata”), a wholly owned subsidiary of Xstrata plc (LSE: XTA.L, ZSE: XTA.S), announces that it intends to declare its takeover offer to acquire all of the shares in Jubilee Mines NL (ASX: JBM.AU) (“Jubilee”) free of all conditions if it receives acceptances so that it has an interest in more than 50% (in aggregate by number) of Jubilee shares by 5:00pm (Sydney time) on Thursday, December 6, 2007.
Acceptances can be received under the offer and in addition via subsisting instructions under the Institutional Acceptance Facility (“Acceptance Facility”) described in Xstrata’s Bidder’s Statement dated November 9, 2007.
Ian Pearce, CEO of Xstrata Nickel, said: “We believe our cash offer of A$23 per share is very attractive to Jubilee shareholders. It remains our intention to facilitate an offer process that will deliver this certain cash value to Jubilee shareholders as quickly as possible. We also wish to minimise any period of uncertainty for Jubilee employees and operations.”
“The Jubilee Board stated in its Target’s Statement dated November 15, 2007 that no more favourable proposal from any other party had emerged following a confidential sale process involving several interested parties. No party has announced a superior offer for Jubilee since then.”
“We are therefore willing to declare our offer unconditional under certain circumstances, in order to expedite the process.”
Kerry Harmanis, Executive Chairman of Jubilee said: “We support Xstrata’s initiative to expedite the offer process and encourage Jubilee shareholders to accept the Xstrata offer. In the event that Xstrata achieves acceptances in excess of 50% by December 6, 2007, and declares its offer to be unconditional, as stated in the Bidder’s Statement, accepting shareholders will be paid five business days after the date the offer becomes unconditional.”
Xstrata’s interest in Jubilee as at close of business November 23, 2007 (including instructions under the Acceptance Facility) is 16.5% (18.3% including options on a fully diluted basis). This interest includes shares owned by Kerry Harmanis, Executive Chairman of Jubilee, and certain other shareholders including the other directors and senior management of Jubilee, who have agreed to sell all their Jubilee shares to Xstrata and no other party for the offer price of A$23.00 per share.
Xstrata also intends to pay handling fees to brokers in respect of valid acceptances received from Jubilee retail shareholders. The full terms of the broker handling fees will be announced in the next few days.
Ends
Xstrata contacts:
Xstrata
Claire Divver
Telephone: +44 (0)20 7968 2871
Mobile: +44 (0)7785 964 340
Email : cdivver@xstrata.com
Xstrata Nickel
Peter Fuchs
Telephone: +1 416 775 1523
Mobile: +1 416 305 9273
Email : pfuchs@xstratanickel.ca
Gabrielle Notley
Telephone: +61 (0)2 9232 1033
Mobile: +61 (0)411 071 715
Email: gmn@jcp.com.au
About Xstrata Nickel
Xstrata Nickel, headquartered in Toronto, Canada, is one of Xstrata Group’s global commodity businesses, comprising five mines and processing facilities in Ontario and Quebec, Canada; a ferronickel mine and processing facility in Bonao, Dominican Republic; and a refinery in Kristiansand, Norway. Xstrata Nickel has a significant portfolio of growth projects, including Koniambo in New Caledonia, Nickel Rim South in Canada, Kabanga in Tanzania and Araguaia in Brazil. Xstrata Nickel is the world’s fourth largest nickel producer, with annual managed production of more than 110,000 tonnes of refined nickel.
About Xstrata plc
Xstrata is a global diversified mining group, listed on the London and Swiss Stock Exchanges, with its headquarters in Zug, Switzerland. Xstrata’s businesses maintain a meaningful position in seven major international commodity markets: copper, coking coal, thermal coal, ferrochrome, nickel, vanadium and zinc, with additional exposures to platinum group metals, gold, cobalt, lead and silver, recycling facilities and a suite of global technology products, many of which are industry leaders. The Group's operations and projects span 18 countries: Argentina, Australia, Brazil, Canada, Chile, Colombia, the Dominican Republic, Germany, New Caledonia, Norway, Papua New Guinea, Peru, the Philippines, South Africa, Spain, Tanzania, the USA and the UK. Xstrata employs approximately 50,000 people, including contractors.
Xstrata is a major, long-term investor in Australia and currently employs over 11,000 Australians at its coal, copper and zinc operations in New South Wales, Queensland, the Northern Territory and Western Australia. Since 2002 Xstrata has invested over A$10.4 billion (US$7.3 billion) in Australia.
Further information on Xstrata and Jubilee was provided to Jubilee shareholders in the Bidder’s Statement and Target’s Statement dated November 9, 2007 and November 15, 2007, respectively.
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