Acquisition of Khoemacau
Key transaction terms
Overview
•
Shareholder
support
Conditions
precedent
•
MMG has entered into a binding agreement to acquire 100% of Khoemacau for an enterprise value of US$1.875bn¹
Khoemacau is one of the highest quality new copper mines globally in the world-class mining jurisdiction of Botswana
The acquisition constitutes a Major Transaction under Chapter 14 of the Hong Kong Exchange listing rules
67.55% shareholder China Minmetals supports the transaction
•
Approval by the Minister of Minerals and Energy of Botswana
Approval by the Competition and Consumer Authority of Botswana
Funding
Timeline
Advisors
•
•
.
Approval by the State Administration for Market Regulation of the PRC
Majority shareholder approval (as outlined above, majority shareholder China Minmetals supports the transaction)
Completion of the notification filing to the National Development and Reform Commission of the PRC
There being no order prohibiting the Sellers and Purchaser from Completion
At signing the acquisition is fully funded via a shareholder loan from China Minmetals
Funding at completion is expected to be a combination of the shareholder loan and third party financing
MMG intends to refinance the shareholder loan at an appropriate time and subject to market conditions
Longer-term financing could involve a combination of debt, equity and/or a potential JV2
Completion expected to occur in 1H 2024
•
MMG Financial Advisors: Macquarie Capital and Citigroup
•
MMG Legal Counsel: Herbert Smith Freehills and Akheel Jinabhai & Associates
•
Cupric Financial Advisors: BMO Capital Markets and UBS
Cupric Legal Counsel: White & Case LLP and Bookbinder Business Law
Notes: 1. Calculated on a cash-free and debt-free basis as at the locked box date of 31 March 2023. Refer to the Hong Kong Stock Exchange announcement for further details. 2. Any potential equity financing may comprise a rights issue to existing
shareholders and/or a direct placement to institutional or strategic investors.
M
4
MMGView entire presentation