Perth, Jan 29, 2008 (ABN Newswire) - The Directors of CopperCo Limited ("CopperCo") (ASX: CUO) and Mineral Securities Limited ("MinSec") today announced an agreement to merge the two companies to create a diversified global resource company with interests in base and precious metals including: copper, zinc, lead, platinum and gold.
The merger, which will take place by way of a recommended takeover offer by CopperCo for all of the shares2 in MinSec (the "Offer") values the equity of the combined group on a pro-forma basis at approximately A$530 million.3
The major assets of the combined group ("New CopperCo") would comprise:
- Lady Annie - located in the Mount Isa region of Queensland is currently producing LME Grade A copper cathode at approximately 19,000 tonnes per annum ("tpa") targeting an increase to 25,000 tpa in 2008 with a longer-term target above 30,000 tpa;
- Lady Loretta -a lead /zinc project in which MinSec holds a 25% interest. The combination of CopperCo's Lady Annie project and the nearby Lady Loretta project will deliver New CopperCo a significant base metals presence in north Queensland;
- Platmin - is a new entrant in the platinum group metals sector with the company's Pilanesberg project planned to commence production in early 2009. MinSec holds approximately 18% of Platmin Limited ("Platmin") which has attributable resources of 17.8 million ounces of PGM (platinum, palladium, rhodium and gold);
- Tianshan Goldfields - is a listed gold company conducting feasibility studies on the Gold Mountain Project located in north-west China. The Gold Mountain Project combines three deposits with resources totalling approximately 2.8 million ounces of gold. MinSec currently has an interest of approximately 28%4 in Tianshan Goldfields Limited ("Tianshan"); and
- Sappes Gold - is 100% owned by MinSec. Subject to approvals and financing, the project is expected to produce approximately 100,000 ounces of gold per annum for an initial four-to-five year life.
New CopperCo's core assets will be located in Australia, Africa and Asia and will comprise the following commodities: copper, platinum, lead/zinc and gold.
Under the Offer, MinSec shareholders will receive 2.2 CopperCo shares for each ordinary MinSec share. The implied value of the offer is A$1.435 per MinSec share. This represents a premium of 2.1% to the closing price of MinSec shares on ASX of A$1.40 on 25 January 2008. MinSec option holders will also be offered CopperCo shares as consideration for the acquisition or cancellation of their options.
The Offer is subject to approval by CopperCo shareholders of certain aspects of the transaction at a meeting expected to be held in late March 2008, an 80% minimum acceptance condition and various other conditions.
Brian Rear, CopperCo's current Managing Director will become the Managing Director of New CopperCo with primary responsibility for the base metals division. Keith Liddell, CopperCo's current non-executive Chairman and MinSec's Chief Executive Officer, will become the Chief Executive Officer of New CopperCo with primary responsibility for the precious metals division.
Robert Champion de Crespigny AC, MinSec's current Chairman, will become Chairman of New CopperCo.
Application will be made for the quotation of the new CopperCo shares on the Australian Securities Exchange ("ASX").
For the Full Report and Document, download here:
http://www.copperco.com.au/_content/documents/832.pdf
