RNS Number:4254Y
Ferrexpo PLC
15 June 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
This announcement is an advertisement and not a prospectus. Investors should not
subscribe for or purchase any transferable securities referred to in this
announcement except on the basis of information in the prospectus to be
published by Ferrexpo plc (the "Company") (which is to become the holding
company of the Group, as defined below) in due course in connection with the
proposed admission of the ordinary shares in the capital of the Company to the
Official List of the Financial Services Authority and to trading on London Stock
Exchange plc's (the "London Stock Exchange") main market for listed securities
(the "Prospectus"). Copies of the Prospectus will, following publication, be
available from the Company's registered office.
15 June 2007
Ferrexpo plc
("Ferrexpo" or the "Company")
Announcement of Offer Price of 140 pence per Ordinary Share
Ferrexpo plc, holding company of the Swiss/Ukrainian iron ore group comprising
Ferrexpo AG and its subsidiaries (the "Group"), is pleased to announce the
successful pricing of its initial public offering ("IPO") to institutional
investors in the UK, Europe and elsewhere of Ordinary Shares on the Main Market
of the London Stock Exchange (the "Global Offer"). The listing is the first full
London Stock Exchange ("LSE") listing of a company from Ukraine.
The offer price has been set at 140 pence per Ordinary Share (the "Offer
Price").
* Based on the Offer Price, the market capitalisation of Ferrexpo plc
immediately following the Global Offer will be approximately #848 million
(US$1,671 million).
* The Global Offer comprises approximately 72.5 million new Ordinary
Shares, representing approximately 12% of the 606.1 million Ordinary Shares
in issue following completion of the Global Offer.
* The total gross proceeds of the Global Offer are expected to be
approximately #213 million. Of this approximately #111 million will go to
Fevamotinico S.a r.l., (the "Selling Shareholder"). The remainder will be
used by the Company to optimise the extraction of iron ore and maximise
production of existing operations; for a number of new projects and
developments to provide organic growth; to repay existing debt; and to
exploit acquisition opportunities that may arise within the natural
resources sector.
* The Ordinary Shares in the Global Offer have been placed with a broad
base of institutional investors following a roadshow across the UK and
Continental Europe.
* An over-allotment option of up to 7 per cent. of the Global Offer has
been granted, exercisable for a period of up to 30 days, consisting entirely
of existing Ordinary Shares, which may result in the Selling Shareholder
selling up to approximately a further 10.6 million existing Ordinary Shares
at the Offer Price.
* Raffaele (Lucio) Genovese, a Non-Executive Director, has applied for and
been allocated 285,714 Ordinary Shares in the Global Offer.
* Conditional dealings will commence on the London Stock Exchange at 8:00
am (London time) today under the ticker FXPO.
* It is expected that Admission of the Ordinary Shares to the Official
List of the Financial Services Authority and to trading on the London Stock
Exchange's market for listed securities will become effective, and
unconditional dealings will commence, at 8:00 am (London time) on Wednesday,
20 June 2007.
The Selling Shareholder, directors, employees and their associates will continue
to hold approximately 75% of the Ordinary Shares following the Global Offer
(assuming no exercise of the over-allotment option). The Company, Selling
Shareholder, each of the Directors and the senior management have agreed to
enter into lock-up arrangements, including restrictions and certain exceptions,
for periods of 6 - 18 months after Admission.
Commenting on today's announcement, Mike Oppenheimer, CEO of Ferrexpo said
"We are delighted by the positive response to Ferrexpo's IPO and wish to take
this opportunity to welcome our new shareholders. We are particularly pleased to
be the first company from Ukraine to successfully be admitted to the LSE. The
support of our shareholders will enable us to continue to develop one of the
world's great iron ore assets, and to deliver on our growth strategy."
Any allocations under the Global Offer will be conditional on Admission to
listing. All dealings on the London Stock Exchange between commencement of
conditional dealings and the commencement of unconditional dealings will be on a
"when issued" basis. If the Global Offer does not become unconditional, all such
dealings will be of no effect and any such dealings will be at the sole risk of
the parties concerned.
JPMorgan Cazenove is Sponsor, Financial Adviser, Global Co-ordinator and Joint
Bookrunner and Deutsche Bank is Joint Bookrunner for the IPO. JPMorgan Cazenove
is also acting as Stabilising Manager.
ENQUIRIES
JPMorgan Cazenove Limited Tel: +44 207 588 2828
Ian Hannam
Neil Haycock
Deutsche Bank AG, London Branch Tel: +44 207 545 8000
John Lydon
Nicholas Taylor
Finsbury Tel: +44 207 251 3801
James Murgatroyd
Robin Walker
Alex Simmons
Notes to editors
Group overview
The Group's principal business is the mining, processing and sale of iron ore in
the form of pellets for use in the production of steel.
The Group's operations are vertically integrated. It processes all the iron ore
it mines and produces substantially all the iron ore concentrate it processes.
The Group currently has one operating open pit iron ore mine, together with a
concentrator and pelletising plant, in the city of Komsomolsk, Poltava region,
Ukraine. The Gorishne-Plavninskoe and Lavrikovskoe deposits, which the Group is
currently mining, have more than 18 years of reserves at current levels of
production, based on 491 million tonnes of proved and probable iron ore
reserves. The Group has ready access to and licences in respect of additional
iron ore reserves and resources in order to expand its current production of
iron ore pellets. It is currently undertaking a feasibility study of the
Yeristovskoe iron ore deposit adjacent to the current pit to confirm the most
appropriate mining and processing methods to exploit the deposit and the
expected returns. This deposit has additional probable reserves of 632 million
tonnes of iron ore.
Management believes there is significant potential to make fuller use of the
existing ore body and production assets to increase mined output and raise
pellet production levels.
In 2006, the Group produced 8.6 million tonnes of iron ore pellets, compared
with 7.8 million tonnes and 7.4 million tonnes in 2005 and 2004, respectively.
According to AME Consulting Pty Limited ("AME"), the Group accounted for
approximately 50 per cent. of total iron ore imports into Central and Eastern
Europe in 2006. The Group expects to increase production to 16 million tonnes of
pellets and 3.5 million tonnes of additional saleable concentrate (which the
Group currently does not sell) by 2014.
The Group is majority owned by The Minco Trust, one of the beneficiaries of
which is Kostyantyn Zhevago, a Ukrainian national.
Strategy
The Group's strategy is to increase its production of iron ore pellets and to
enhance overall value for its shareholders. The Group's main strategic driver is
to commercialise its significant unexploited iron ore reserves by increasing
sales into growing markets for iron ore, extracting value through the Group's
advantageous logistical position and its enhanced operational capability. The
Group intends to pursue this strategy by:
* implementing best practice mine and facilities operations at its
facility at Poltava, enhancing efficiency and reducing operating costs;
* increasing mine output by optimising the extraction of iron ore from the
current Gorishne-Plavninskoe and Lavrikovskoe deposits and developing the nearby
Yeristovskoe deposit, and maximising production by upgrading the existing assets
to achieve target production levels of 16 million tonnes of pellets and up to
3.5 million tonnes of additional saleable concentrate per annum by the end of
2014;
* building on the Group's existing global customer base to grow market
share and support the Group's increased production profile;
* continuing to develop the Group's logistic capabilities to match its
growing production;
* reducing the Group's exposure to energy market volatility; and
* continuing to evaluate the most appropriate method of maximising the
Group's value by accelerating the commercialisation of the Company's extensive
undeveloped ore deposits, namely the Belanovskoe and Galeschinskoe deposits (for
which the Group has extraction licences) and four further deposits for which it
has exploration licences. The Group's options include developing the deposits
itself, introducing development partners and the selective early development of
the potentially higher grade formations within a given deposit, or a combination
thereof.
Board of Directors
Michael Abrahams, CBE DL (Non-executive Director/Chairman)
Mr Abrahams was appointed to the Board of the Company on 1 June 2007. Mr
Abrahams is also Chairman of the London Clinic, Kingston Communications (Hull)
plc, Prudential Staff Pension Limited and Amteus plc. He was Deputy Chairman of
Prudential plc until May 2000 and has served as chairman and as a director of a
number of quoted and unquoted companies including John Waddington and Cavaghan
and Gray. Mr Abrahams was educated at Shrewsbury and Worcester College, Oxford.
Michael Oppenheimer (Chief Executive Officer/Executive Director)
Mr Oppenheimer joined the Group in August 2005 as Chief Executive Officer. Mr
Oppenheimer has global executive leadership experience across a number of
resource industries, in both the mining and petroleum sectors. He was President
of BHP Billiton Energy and a member of the BHP Billiton Executive Committee
until July 2004 and prior to that President of BHP Billiton Energy Coal. Before
the BHP merger with Billiton, Mr Oppenheimer held a number of positions with BHP
, including President BHP Coal, President North West Shelf & Gas
Commercialisation and membership of the BHP Petroleum Executive Committee. Mr
Oppenheimer has been a director of Richards Bay Coal Terminal, International
Colombia Resources Corporation, QCT Resources Ltd. and the World Coal Institute
and was a Member of the Coal Industry Advisory Board of the IEA. He graduated
from the University of Cape Town (BSc Chem Eng - First Class Honours).
Dennis McShane (Executive Director and Director of finance and strategic development)
Mr McShane joined the Group in September 2004 as director of finance and
strategic development. In this role he is responsible for the Group's
international capital markets activities. He has also advised the Group on the
recruitment of senior executives and on corporate restructuring. Prior to
joining the Group, Mr McShane was an investment banker with JPMorgan Chase. Over
his 25 year career with the bank, he gained extensive experience in the mining
and metals sector and emerging markets, his last position being Head of Mining &
Metals in JPMorgan Chase's Sydney office. In addition, he has also worked in New
York, Johannesburg and London. He graduated from Harvard Business School (PMD)
and the State University of New York (BA - Honours).
Kostyantyn Zhevago (Non-executive Director)
Mr Zhevago has over nine years of managerial experience. (Mr Zhevago has been a
member of the Ukrainian Parliament since 1998 and is a member of the "Yuliya
Timoshenko Block" political faction. He is currently a member of the
Parliamentary Committee on Law Policy and Co-Chairman of the Parliamentary Group
for Inter-Parliamentary Relations with Japan. Since 2002, Mr Zhevago has been a
member of the permanent delegation of the Ukrainian Parliament in the
Parliamentary Assembly of the European Council and a member of the Ukrainian
faction of the Committee for Parliamentary Co-operation between Ukraine and the
European Union.) He has previously served as Chairman of the management board
and Deputy Chairman of the supervisory board of CJSC Commercial Bank Finance and
Credit ("Finance and Credit Bank") and as a member of the supervisory board of
JSC Ukrnafta. Between 1993 and 1996, Mr Zhevago was financial director of
Finance and Credit Bank. Mr Zhevago graduated from the Kyiv State Economic
University in 1996, specialising in international economics.
Raffaele (Lucio) Genovese (Independent Non-executive Director)
Mr Genovese was appointed to the Board of the Company on 1 June 2007. He is also
the Chief Executive Officer of Nage Capital management, a Swiss-based advisory
and proprietary company specialising in the metals and mining sector. He has
previously served as Investment Officer and a member of the board of Taj
Investment Ltd. with responsibility for its Indian public and private investment
portfolio. Prior to that, he held a number of positions with Glencore
International, including Senior Member of the Copper Division, CEO of CIS
Operations and Manager of the Moscow office and Trader in the Ferrous Division
and was an Assistant Manager in the Audit Division of PricewaterhouseCoopers in
South Africa. He is qualified as a Chartered Accountant (South Africa).
Wolfram Kuoni (Independent Non-executive Director)
Mr Kuoni was appointed to the Board of the Company on 1 June 2007. Mr Kuoni is
the founder and senior partner of KUONI Attorneys at Law, Zurich, Switzerland
(established in 2005) and serves on a number of boards of directors. He has over
12 years of experience in investment banking. Prior to 2005, he held a number of
positions within UBS Investment Banking (Zurich and New York), including in
Equity Capital Markets, M&A and as head of the Export and Project Finance Team.
He also originated and structured cross-border acquisitions and equity capital
markets transactions. Mr Kuoni graduated with a law degree from the University
of Berne and also holds a Ph.D. in law from the University of Zurich and an MBA
from INSEAD in France. He is a member of the Zurich and Swiss bar.
Ihor Mitiukov (Independent Non-executive Director)
Mr Mitiukov was appointed to the Board of the Company on 1 June 2007. Mr
Mitiukov is the General Director of the Financial Policy Institute, a Ukrainian
non-governmental organisation. From 2002 to 2005, Mr Mitiukov served as
Extraordinary and Plenipotentiary Ambassador of Ukraine in the United Kingdom.
He also represented Ukraine in the International Maritime Organisation. From
1997 to 2001 he served as Minister of Finance of Ukraine and from 1995 to 1997
as Ukraine's Special Representative (with Vice-Prime Ministerial status) to the
European Union in Brussels. In 1994, he was successively Deputy Governor of the
National Bank of Ukraine and Vice-Prime Minister of Ukraine for banking and
finance. Prior to that, he held various positions at Agrarian-Industrial Bank
Ukraina, before being appointed as its Deputy Governor in 1992. Mr Mitiukov
graduated from the Cybernetics Department, Kyiv State University and has a Ph.D.
in Economics (1985) from the Institute of Economy, Academy of Sciences
(Ukraine).
In connection with the Global Offer, JPMorgan Cazenove Limited, as stabilising
manager may (but will be under no obligation to) over-allot Ordinary Shares up
to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in
the Global Offer or effect other stabilisation transactions with a view to
supporting the market price of the Ordinary Shares at a higher level than that
which might otherwise prevail in the open market. Such stabilisation activities
may be effected on any securities market, over-the-counter market, stock
exchange or otherwise and may be undertaken at any time during the period
commencing on the date of the commencement of conditional trading and ending no
later than 30 calendar days thereafter. However, there is no obligation on
JPMorgan Cazenove Limited or any of its agents to effect stabilising
transactions and there can be no assurance that stabilising transactions will be
undertaken. Such stabilisation, if commenced, may be discontinued at any time
without prior notice. In no event will measures be taken to stabilise the market
price of the Ordinary Shares above the offer price.
Except as required by law or regulation above, JPMorgan Cazenove Limited does
not intend to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Global Offer. The
Company and a shareholder in the Company (the "Over-allotment Shareholder") will
grant JPMorgan Cazenove Limited, as stabilising manager, the Over-allotment
Option pursuant to which JPMorgan Cazenove Limited may require the
Over-allotment Shareholder to sell existing Ordinary Shares and the Company to
issue new Ordinary Shares at the Offer Price to cover over-allotments, if any,
made in connection with the Global Offer and to cover any short positions
resulting from stabilisation transactions. The number of Ordinary Shares to be
subject to the Over-allotment Option is, in aggregate, expected to be up to 7
per cent. of the total number of Ordinary Shares to be issued in the Global
Offer (before any exercise of the Over-allotment Option). The Over-allotment
Option may be exercised from the date of the commencement of conditional trading
for a period of 30 calendar days thereafter, provided that it may only be
exercised to the extent that Ordinary Shares have been over-allotted.
This announcement has been prepared and issued by Ferrexpo AG and is the sole
responsibility of Ferrexpo AG, and has been approved solely for the purposes of
Section 21(2)(b) of the Financial Services and Markets Act 2000 ('FSMA') by
JPMorgan Cazenove Limited of 20 Moorgate, London EC2R 6DA. JPMorgan Cazenove
Limited is authorised and regulated in the United Kingdom by the Financial
Services Authority. Deutsche Bank AG is authorised under German banking Law
(competent authority: BaFin - Federal Financial Services Authority) and with
respect to UK commodity derivatives business by the Financial Services
Authority, and is regulated by the Financial Services Authority for the conduct
of UK business.
JPMorgan Cazenove Limited and Deutsche Bank AG, London Branch are acting
exclusively for Ferrexpo in relation to the Global Offer and no one else and
will not be responsible to anyone (whether or not a recipient of this
announcement) other than Ferrexpo for providing the protections afforded to
their respective clients, nor for providing advice in relation to the Global
Offer, the contents of this announcement or any transaction or matters referred
to herein.
This announcement is not for release, publication or distribution, directly or
indirectly, in or into Australia, Canada, Japan or the United States or any
jurisdiction where such announcement would be unlawful. This announcement does
not constitute or form part of any offer of securities or any invitation to sell
or issue securities or constitute an invitation or solicitation of any offer to
purchase or subscribe for any securities of Ferrexpo or the Group and any
acquisition of or application for the Ordinary Shares pursuant to the Global
Offer should be made solely on the basis of the information contained in the
prospectus to be issued by Ferrexpo PLC in due course in connection with the
Global Offer.
This announcement does not contain or constitute or form part of an offer of
securities for sale in any jurisdiction, including the United States. The
securities referred to herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States (as such term is defined in Regulation S
under the Securities Act) unless they are registered under the Securities Act or
pursuant to an available exemption therefrom. No public offering of the Ordinary
Shares is being made in the United States.
The Global Offer and the distribution of this announcement and other information
in connection with the Global Offer may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
Some of the statements made in this announcement may include forward-looking
statements which reflect Ferrexpo's or, as appropriate, its directors' current
views with respect to financial performance and business strategy and plans and
objectives of management for future operations of the Group (including
development plans relating to the Group's products and services). These
statements include forward looking statements both with respect to the Group
and the sectors and industries in which the Group operates.
By their nature, all forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be important factors
that could cause the Group's actual results to differ materially from those
indicated in these statements. Any forward-looking statements in this document
reflect Ferrexpo's current views with respect to future events and are subject
to these and other risks, uncertainties and assumptions relating to the Group's
operations, results of operations, growth strategy and liquidity.
Forward-looking statements may and often do differ materially from actual
results. These forward-looking statements speak only as of the date of this
announcement. Subject to any obligations under the prospectus rules, listing
rules and disclosure and transparency rules made by the Financial Services
Authority under Part VI of FSMA, and save as required by law, Ferrexpo
undertakes no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments, any
change in its expectations or otherwise. All subsequent written and oral
forward-looking statements attributable to Ferrexpo, or individuals acting on
behalf of Ferrexpo, are expressly qualified in their entirety by this paragraph.
The price and value of securities may go up as well as down. Persons needing
advice should contact a professional adviser.
Information in this announcement or any of the documents relating to the Global
Offer cannot be relied upon as a guide to future performance.
- ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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