No recapitalisation proposal received
OZ Minerals notes the recent media speculation about possible recapitalisation proposals. OZ Minerals has not received a recapitalisation proposal which it considers to be a superior alternative to the China Minmetals transaction.
Further to the above announcement by OZ Minerals, the Company has been advised that it should expect to receive refinancing proposals by one of more parties today. However, the Company has not yet received any such proposals.
OZ Minerals has previously received unsolicited, non-binding and indicative proposals in relation to a potential recapitalisation of OZ Minerals. The Board of OZ Minerals gave these proposals due consideration and unanimously concluded that, having regard to OZ Minerals shareholder value, conditionality and certainty, the Minmetals transaction was clearly a superior proposal. OZ Minerals informed the parties at the time that it did not wish to pursue the indicative proposals.
OZ Minerals will receive and review any future unsolicited proposals that may be put to it and, if it is likely that any such proposal could be in the best interests of shareholders, it will be given due and proper consideration. However, the Company does not expect that any future unsolicited proposal that is similar to the previous proposals would be superior to the Minmetals transaction.
Given that OZ Minerals’ Annual General Meeting is to be held at 10:30am on 11 June and the closing time for lodgement of proxies for the Meeting is 10:30am on Tuesday 9 June, the Company wishes to ensure that shareholders are fully informed of the current situation.
In accordance with its legal obligations, OZ Minerals will provide a further update to the market in the event that a proposal is received from any party which is assessed by OZ Minerals to be superior to the Minmetals transaction.
OZ Minerals’ Board continues to unanimously recommend that shareholders vote in favour of the Minmetals transaction in the absence of a superior proposal. The Board believes the Minmetals transaction is the best available option for the Company.
In particular, the Minmetals transaction is the only proposal received by OZ Minerals:
where there is a binding agreement with all regulatory conditions satisfied; which provides a complete solution to OZ Minerals’ refinancing issues within the timeframe required by OZ Minerals’ financiers; and where existing OZ Minerals’ shareholders will retain full ownership of Prominent Hill and the Company will have a significant cash balance following the transaction.
The Independent Expert, Grant Samuel, has concluded that the Minmetals transaction is in the best interests of OZ Minerals shareholders.
If shareholders vote against the Minmetals transaction, there is a material risk that OZ Minerals may not be successful in refinancing its debt, which could potentially lead to it being unable to continue as a going concern and being placed into voluntary administration or receivership.
OZ Minerals shareholders are strongly encouraged to vote in favour of the Minmetals transaction at the company’s Annual General Meeting on Thursday 11 June.
For shareholders who are unable to attend the Annual General Meeting in person, proxy forms are due by no later than 10:30am (Melbourne time) on Tuesday 9 June 2009.