/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.