Consolidated Minerals receives tenders for 99.94% of 8% notes

New York, May 25 – Consolidated Minerals Ltd. said it received tenders and consent from holders of 99.94% of its $400 million of 8% senior secured notes due 2020.

The tender settled on May 25, according to an announcement from the company.

Consolidated Minerals ended the tender offer at 11:59 p.m. ET on May 19 after accelerating the expiration on May 8.

The deadline was previously 11:59 p.m. ET on May 31 after earlier being pushed back from 11:59 p.m. ET on May 1.

The deadline was moved up because the condition requiring the consent of the Minerals Commission of the Republic of Ghana was satisfied.

At the previous announcement on April 21, the company extended the tender offer because the Minerals Commission of the Republic of Ghana had requested more information. Approval from the commission is a condition to the completion of the consent solicitation.

Consolidated Minerals announced the tender offer and consent solicitation on April 4.

China Tian Yuan, a subsidiary of Ningxia Tianyuan Manganese Industry Co., Ltd., plans to buy the issuer.

As previously reported, holders of 89.84% of the notes entered into a lock-up deed to tender their notes and consent to the proposed amendments, which include a waiver of the requirement for the company to make a change-of-control offer as a result of the acquisition, release of the security granted over the shares in the company to facilitate closing the acquisition and amendments to eliminate all restrictions on voting by noteholders who are affiliates of the company or its subsidiaries.

Passage of the amendments is needed for the acquisition to proceed.

In the tender offer, China Tian Yuan is offering to pay 101% of par plus accrued interest to, but excluding, the day of settlement for the notes. Notes may not be tendered without consents being given, and consents may not be given without a holder’s notes being tendered.

Holders of at least 90% of the outstanding principal amount of the notes, excluding those held by the company or its affiliates, needed to participate in the tender offer and consent solicitation for passage of the proposed amendments.

The company said it has obtained the consent of the government of Ghana to the acquisition, has executed a necessary offtake agreement between its Manganese Trading Ltd. subsidiary and Grizal Enterprises Ltd. and is in the process of seeking approval from the Minerals Commission of the Republic of Ghana.

The 10-year off-take agreement would become effective following closing of the acquisition.

The company said the tender offer and consent solicitation will have no ongoing detrimental effect on its operations or liquidity.

Questions are to be directed to Rothschild (+44 20 7280 5424 or Roger.Ewart.Smith@Rothschild.com) or Cleary Gottlieb (+44 20 7614 2380 or pboury@cgsh.com).

Consolidated Minerals is a producer of manganese ore with mines in Australia and Ghana. It is based in St. Helier, Jersey.

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