/NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US
NEWS WIRE SERVICES./
TSX-V: AFF
AIM: AFF
LONDON, UK, Dec. 19, 2013 /CNW/ - Afferro Mining Inc. ("Afferro", or the
"Company", TSX-V: AFF, AIM: AFF) is pleased to announce the completion
of the acquisition of Afferro by International Mining & Infrastructure
Corporation plc ("IMIC") by the way of a court approved plan of
arrangement ("Arrangement"). Under the terms of the Arrangement, IMIC,
through its wholly owned subsidiary, Afferro Holdings Ltd., acquired
all of the issued common shares in the capital of the Company ("Afferro
Shares"). As noted in Afferro's management information circular dated
August 15, 2013, shareholders and holders of depositary interests will
receive consideration of £1.20 per Afferro Share (or Cdn.$2.09 based on
the December 18, 2013 Bank of Canada noon exchange rate of £1.0 equals
Cdn.$1.7444) , which will be satisfied by £0.80 in cash plus a 2-year
unsecured convertible note issued by IMIC with principal amount of
£0.40, carrying simple annual interest of 8% payable at maturity. IMIC
purchased all of the Afferro options ("Afferro Options") for cash for (i) in respect of each Afferro Option that is "in the
money" on the effective date of the Arrangement, an amount equal to the
difference between: (A) £1.20; and (B) the exercise price of such
Afferro Option (the exercise price of such Afferro Option being
converted from Canadian dollars if necessary on the basis of the Bank
of Canada noon exchange rate three business days prior to the effective
date); and (ii) in respect of each Afferro Option that is "out of the
money" on the effective date, nil.
Prior to the closing of the Arrangement, IMIC and its subsidiaries owned
20,997,342 Afferro Shares or 19.9% of the outstanding Afferro Shares.
At the effective time of the Arrangement, IMIC became the owner of
105,153,636 Afferro Shares, or 100% of the outstanding Afferro Shares
It is expected that admission to trading of the Afferro Shares on AIM
will be cancelled with effect from 7.00 a.m. on 20 December 2013.
It is expected that the Afferro Shares will be delisted from the TSX
Venture Exchange in due course.
For more information regarding the consideration payable and the
procedure for depositing Afferro Shares, please see the Company's
circular dated 15 August 2013 and available on the Company's website
and under the Company's profile on www.sedar.com.
Questions regarding Afferro Shares deposited with letters of transmittal
may be directed to Computershare Investors Services Inc. at
1-800-564-6253 and requests for information regarding Afferro
Depositary Interests may be directed to Computershare Investor Services
plc at +44 870 702 0000.
Forward Looking Statements
This announcement includes certain forward-looking statements. All
statements, other than statements of historical fact, included herein
are forward-looking statements that involve various known and unknown
risks and uncertainties as well as other factors. Such forward looking
statements are subject to a number of risks and uncertainties that may
cause actual results or events to differ materially from current
expectations. There can be no assurance that such statements will prove
to be accurate and actual results and future events could differ
materially from those anticipated in such statements.
Information about the risks and uncertainties of the Company's business
is provided in its disclosure materials, including its Annual
Information Form for the 12 months ended 31 December 2012, available
under the Company's profile on SEDAR at www.sedar.com. Although the
Company has attempted to identify important factors that could cause
actions, events or results to differ materially from those described in
forward looking information, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended.
This news release contains forward-looking statements concerning the
Arrangement and payment of the consideration for Afferro Shares. There
can be no assurance that the payments for the Afferro Shares will be
made at the time specified or that the anticipated strategic benefits
and operational, competitive and cost synergies will be realized from
the Arrangement.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Other risks and uncertainties not presently known to
Afferro or that Afferro presently believes are not material could also
cause actual results or events to differ materially from those
expressed in the forward-looking statements contained herein.
There can be no assurance that forward looking information will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly,
readers should not place undue reliance on forward-looking information.
The forward-looking information contained herein, speaks only as of the
date hereof (unless stated otherwise) and, except as may be required by
applicable law, Afferro disclaims any obligation to update or modify
such forward-looking statements, either as a result of new information,
future events or for any other reason.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE Afferro Mining Inc.
