Iberian Minerals - Trafigura

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<p>The Offer Documents are important and require your immediate attention. If you are in any doubt as to how to deal with them, you should consult your investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor. This Offer has not been approved or disapproved by any securities commission or similar authority nor has any securities commission or similar authority passed upon the fairness or merits of this Offer or upon the accuracy or adequacy of the information contained in the Offer Documents. Any representation to the contrary is an offence. The Offer Documents do not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.</p> <p>December 15, 2011</p> <p>OFFER TO PURCHASE FOR CASHBy</p> <p>Urion Mining International B.V.a wholly-owned indirect subsidiary of</p> <p>Trafigura Beheer B.V.all of the issued and outstanding Registered Shares of</p> <p>Iberian Minerals Corp.not already held by Trafigura Beheer B.V. or its affiliates at a price of Cdn$1.10 per Registered ShareUrion Mining International B.V. (the Offeror), a wholly-owned indirect subsidiary of Trafigura Beheer B.V. (Trafigura), hereby offers (the Offer) to purchase, at a purchase price of $1.10 in cash per share (the Offer Price), on and subject to the terms and conditions of the Offer, all of the issued and outstanding registered shares (the Registered Shares) of Iberian Minerals Corp. (Iberian), including any Registered Shares that may become issued and outstanding after the date of this Offer and prior to the Expiry Time (as defined below) upon the exercise of options or any other rights to acquire Registered Shares, other than Registered Shares owned, directly or indirectly, by Trafigura and its affiliates. Trafigura currently owns, directly or indirectly, 219,280,519 Registered Shares, or approximately 47% of the issued and outstanding Registered Shares. THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 8:00 P.M. (TORONTO TIME) ON JANUARY 23, 2012 (THE EXPIRY TIME), UNLESS WITHDRAWN OR EXTENDED. Trafigura has entered into a lock-up agreement dated November 16, 2011 (the Lock-Up Agreement) with Hedgehog Capital LLC, Drakanea Management Limited, all of the directors and certain senior officers of Iberian (collectively, the Locked-Up Shareholders) pursuant to which each Locked-Up Shareholder, subject to certain limited exceptions, has irrevocably agreed to deposit and not withdraw its and its affiliates Registered Shares under the Offer as well as any Registered Shares that may be issued upon exercise of certain Convertible Securities. As at November 16, 2011, the Registered Shares beneficially owned, in aggregate, by the Locked-Up Shareholders including Registered Shares issuable on exercise of Convertible Securities (as defined herein), and subject to the Lock-Up Agreement, represent approximately 17% of the Registered Shares on a fully-diluted basis. See Section 6 of the Circular, The Lock-Up Agreement. The Board of Directors of Iberian (the Iberian Board), (with the directors nominated by Trafigura abstaining) after consultation with its financial and legal advisors, and on receipt of a recommendation from its special committee (the Special Committee), and on receipt of the Valuation (as defined herein) and the Fairness Opinion (as defined herein) has UNANIMOUSLY DETERMINED that the Offer is in the best interests of Iberian and the holders of Shares (the Shareholders) other than Trafigura and, accordingly, the Iberian Board (with the directors nominated by Trafigura abstaining) UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT their Registered Shares under the Offer. Trafigura and Iberian entered into a pre-acquisition agreement on November 16, 2011 (the Pre-Acquisition Agreement) pursuant to which, among other things, Trafigura has agreed to make the Offer through the Offeror and Iberian has agreed, subject to certain</p> <p>limited exceptions, to support the Offer and not solicit any competing acquisition proposals. See Section 5 of the Circular, The PreAcquisition Agreement. Cormark Securities Inc. (Cormark Securities), an independent investment banking firm and valuator, was retained by the Special Committee to prepare and deliver a formal valuation (the Valuation) of the Registered Shares as prescribed by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (MI 61-101). In the opinion of Cormark Securities, subject to the assumptions and qualifications set out in the Valuation, the fair market value of each Registered Share as at November 16, 2011 was in the range of $1.05 and $1.25. In addition to the Valuation, Cormark Securities has delivered to the Iberian Board a fairness opinion confirming that the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura. See Section 8 of the Circular, Valuation and Fairness Opinion. The Offer is subject to certain conditions, including, without limitation, that there shall have been validly deposited under the Offer and not withdrawn that number of Registered Shares which constitutes at least 66% of the outstanding Registered Shares not owned by the Offeror and that the Lock-Up Agreement shall have been complied with and not terminated. These conditions and the other conditions of the Offer are described under Section 4 of the Offer, Conditions of the Offer. The purpose of the Offer is to enable the Offeror to acquire all outstanding Registered Shares. Iberian continued under the laws of Switzerland on June 10, 2009. Pursuant to applicable Swiss law, the Offeror intends to complete a Second Stage Transaction (as defined herein) provided the Offeror acquires sufficient Registered Shares through the Offer. In the event the Offeror fails to acquire sufficient Registered Shares to permit an immediate Second Stage Transaction, the Offeror intends to pursue other strategies that will ultimately result in the privatization of Iberian. See Section 11 of the Circular, Acquisition of Registered Shares Not Deposited Under the Offer. The Registered Shares are listed for trading on the TSX Venture Exchange (TSXV) under the symbol IZN. The intention to make the Offer was announced on November 17, 2011. The Offer Price represents a premium of approximately 39% over the closing price of the Registered Shares on the TSXV on November 16, 2011, the last trading day prior to the public announcement by the Offeror of its intention to make the Offer. On November 16, 2011, the last trading day prior to the announcement by the Offeror of its intention to make the Offer, the closing price of the Registered Shares on the TSXV was $0.79. The Offeror has engaged Computershare Investor Services Inc. to act as depositary (the Depositary) under the Offer. Shareholders wishing to accept the Offer must properly complete and duly execute the accompanying Letter of Transmittal (which is printed on GREEN paper) or a (manually executed facsimile thereof) and deposit it, together with certificate(s) representing their Registered Shares and all other documents required by the Letter of Transmittal at or prior to the Expiry Time at the office of the Depositary in Toronto, Ontario, all in accordance with the transmittal instructions in the Letter of Transmittal or should instruct their broker, investment dealer, bank, trust company or other nominee to effect the transaction on their behalf. Alternatively, Shareholders may accept the Offer by: (1) following the procedures for book-entry transfer of Registered Shares set forth in Section 3 of the Offer, Manner of Acceptance Book-Entry Transfer; or (2) following the procedures for guaranteed delivery set forth in Section 3 of the Offer, Manner of Acceptance Procedure for Guaranteed Delivery, using the accompanying Notice of Guaranteed Delivery (which is printed on YELLOW paper) or a manually executed facsimile thereof, where the certificate(s) representing the Registered Shares are not immediately available, or if the certificate(s) and all of the required documents cannot be provided to the Depositary before the Expiry Time. Persons whose Registered Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Registered Shares to the Offer. Shareholders should be aware that the Offeror or its affiliates may bid for or purchase securities otherwise than under the Offer, such as in open market purchases, subject to applicable Canadian securities laws and any other applicable securities laws. See Section 12 of the Offer, Market Purchases of Registered Shares. No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror, Trafigura or the Depositary. This document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from, or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the Laws of such jurisdiction. However, the Offeror or its agents may, in the sole discretion of the Offeror, take such action as the Offeror may deem necessary to extend the Offer to Shareholders in any such jurisdiction. Shareholders should not construe the contents of the Offer and the Circular as legal, tax, financial or other advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection therewith.</p> <p>Questions regarding the Offer and requests for assistance in depositing Iberian Shares may be directed to Georgeson Shareholder Communications Canada Inc. (the Information Agent) or to the Depositary at their respective addresses and telephone numbers set forth below and on the last page of the accompanying circular forming part of the Offer (the Circular). Additional copies of the Offer and the Circular may be obtained without charge on request from the Information Agent or the Depositary at their offices as set forth below and on the last page of the Circular.</p> <p>The Depositary for the Offer is:</p> <p>By mail:</p> <p>By registered mail, hand or by courier:</p> <p>Computershare Investor Services Inc. Computershare Investor Services Inc. Computershare Investor Services Inc. Toll-Free (North America) 100 University Avenue, 9th floor P.O. Box 7021 Toronto, Ontario, Canada 1-800-564-6253 31 Adelaide Street E M5J 2Y1 Overseas: 1-514-982-7555 Toronto, Ontario, Canada Email: corporateactions@computershare.com Attention: Corporate Actions M5C 3H2 Attention: Corporate Actions</p> <p>The Information Agent for the Offer is:</p> <p>Georgeson Shareholder Communications Canada Inc. Toll-Free (North America) 1-866-374-0472 Outside North America: 1-781-575-2168 Email: askus@georgeson.com</p> <p>NOTICE TO SHAREHOLDERS IN THE UNITED STATES The Offer is made for the securities of a Swiss company which is listed for trading on a Canadian stock exchange. This Offer is being made in reliance upon the exemption from U.S. tender offer regulation under Section 14(e) and Regulation 14E under the Securities Exchange Act of 1934, as amended (the Exchange Act), provided by Tier II, i.e., Rule 14d-1(d) and related rules in Regulation 14E under the Exchange Act. Consequently, many of the protections afforded by Section 14(e) and Regulation 14E under the Exchange Act will not apply to the Offer. Additionally, the Offer is subject to Canadian disclosure requirements which are different from those of the United States. The enforcement by Shareholders of civil liabilities under United States federal or state securities laws may be adversely affected by the fact that Iberian is a corporation continued under the laws of Switzerland, Trafigura is a company existing under the laws of the Netherlands, the Offeror is a company existing under the laws of the Netherlands and that all of their respective officers and directors are residents of jurisdictions outside of the United States and that all or a substantial portion of the assets of the Offeror and Trafigura and of the above mentioned persons may be located in jurisdictions outside of the United States. Shareholders may not be able to sue the Offeror or Trafigura, or their respective officers or directors, as applicable, in a foreign court for violations of United States securities law. It may be difficult to compel the Offeror, Trafigura and their affiliates to subject themselves to a United States courts jurisdiction. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION NOR HAS ANY SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. CURRENCY AND EXCHANGE RATES All dollar references in the Offer and the Circular are in Canadian dollars, unless otherwise indicated. INFORMATION CONCERNING IBERIAN The information concerning Iberian contained in the Offer and the Circular has been taken from, or is based solely upon, information provided to the Offeror by Iberian or publicly available documents or records on file with Securities Regulatory Authorities and other public sources at the time of the Offer. Although neither the Offeror nor Trafigura has any knowledge that would indicate that any statements contained herein relating to Iberian taken from or based upon such documents and records are untrue or incomplete, neither the Offeror, Trafigura, nor any of their respective officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Iberian or for any failure by Iberian to disclose events that may have occurred or may affect the significance or accuracy of any such information. Unless otherwise indicated, information concerning Iberian is given as of December 15, 2011. STATEMENTS REGARDING FORWARD-LOOKING INFORMATION Certain statements contained in the accompanying Offer Documents, including statements made in the Circular under Section 3, Background to the Offer and Reasons to Accept the Offer, Section 4, Purpose of the Offer and Plans for Iberian, Section 11, Acquisition of Registered Shares Not Deposited Under the Offer and Section 15, Source of Funds, in addition to certain statements contained elsewhere in the Offer and Circular, are forward-looking statements or forward-looking information and are prospective. Forwar...</p>