Pangaea Investment Management, the investment arm of China’s Jiangxi Copper Company Ltd, has made an investment in Vancouver-based copper miner First Quantum Minerals Ltd. According to the terms of the transaction, PIM acquired 6 million common shares of FQM for $9.89 per share, for a total of over $59.3 million, on the Toronto Stock Exchange.
TORONTO, Oct. 17, 2019 /CNW/ – Pangaea Investment Management Limited (“PIM”) announces that on October 16, 2019, PIM acquired 6,000,000 common shares”) (“Common Shares”) of First Quantum Minerals Limited (“FQM”) on the Toronto Stock Exchange (“Purchase”).
Prior to the Purchase, PIM had beneficial ownership of, and control or direction over a total of 68,638,998 Common Shares. This represents approximately 9.956% of the issued and outstanding Common Shares. Immediately following the Purchase, PIM had beneficial ownership of, and control or direction over a total of 74,638,998 Common Shares. This represents approximately 10.827% of FQM’s issued and outstanding Common Shares.
The total consideration paid for 6,000,000 Common Shares was $59,310,600, representing an average price of $9.89 per Common Share.
PIM had also entered into a forward derivative contract (the “Forward”), pursuant to which PIM may acquire a further 40,000,000 Common Shares. The Forward terminates on September 4, 2020, but may be early terminated by PIM as described below. The additional Common Shares (the “Forward Shares”) represent 5.802% of FQM’s issued and outstanding Common Shares. The Forward Shares together with the Common Shares which PIM currently holds would total in aggregate 114,638,998 Common Shares representing 16.629% of FQM’s issued and outstanding Common Shares.
PIM has been informed by its counterparty in the Forward that the forward hedge period (during which the counterparty, at its discretion, accumulates shares for delivery) was completed at an averaging period price of $10.36 per Common Share on October 9, 2019, therefore the early termination provision will be exercisable by PIM from December 18, 2019. As of the date of this news release, the early termination provision is not exercisable, and PIM does not have beneficial ownership of the Forward Shares. However, on October 19, 2019, which is 60 days prior to the date on which PIM becomes entitled to exercise its early termination right, PIM shall, for the purposes of applicable Canadian securities rules, be deemed to have acquired beneficial ownership of the Forward Shares.
Jiangxi Copper (Hong Kong) Investment Limited (“JCCHK”), a wholly owned subsidiary of Jiangxi Copper Company Limited (listed on the Shanghai stock exchange (600362:SH) and the Stock Exchange of Hong Kong (0358:HK)), may be considered a joint actor with PIM. JCCHK is a substantial non-controlling shareholder of and lender to PIM.
PIM’s acquisition of Common Shares was made for investment purposes.
PIM expects to evaluate on an ongoing basis FQM’s financial condition, business operations and prospects, the market price of the Common Shares, actions or transactions involving FQM undertaken or proposed to be undertaken by third parties, conditions in securities and debt markets generally, general economic and industry conditions and other factors. Accordingly, PIM may change its plans and intentions at any time, as it deems appropriate. In particular, PIM may at any time and from time to time: acquire Common Shares or securities convertible or exchangeable for Common Shares; undertake work to evaluate or prepare for possible strategic transactions involving FQM, its Common Shares or its assets (as to which no decision has at this time been made); dispose (including without limitation to a joint actor) of the Common Shares which it has acquired; and/or may enter into privately negotiated derivative transactions with institutional counterparts. Any such transactions may be effected at any time and from time to time subject to any limitations imposed by contractual restrictions with FQM and applicable securities laws.
This news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated October 17, 2019. The early warning report in respect of this transaction has been filed on SEDAR (www.sedar.com) under FQM’s profile. To obtain a copy of the early warning report filed by the Corporation, please contact Clement Kwong at +852 95459299 or refer to SEDAR (www.sedar.com).
PIM’s registered offices are at 190 Elgin Avenue, George Town, Grand Cayman KY1-9007, Cayman Islands. PIM’s business is in advisory, origination and management of resources and infrastructure investments, including co-investment as principals.
FQM’s head office is located at 14th Floor – 543 Granville Street Vancouver BC, Canada V6C 1X8.