TORONTO, Oct. 26, 2015 /CNW/ – This release relating to the friendly simplified tender offer, the draft of which was filed on October 26, 2015 with the Autorité des marchés financiers (“AMF“), was drawn up and published in accordance with article 231-16 of the AMF General Regulations.
THIS OFFER AND THE DRAFT INFORMATION NOTE ARE SUBJECT TO REVIEW BY THE AMF.
A copy of the draft information note is available on the websites of IAMGOLD Corporation (www.iamgold.com) and of the AMF (www.amf-france.org) and may be obtained free of charge upon request to Société Générale CORI/COR/FRA, 75886 Paris Cedex 18.
Pursuant to Title III of Book II and more specifically articles 233-1 1° et seq. of the AMF General Regulations, IAMGOLD Corporation, a federal corporation incorporated in Canada (the “Offeror” or “IAMGOLD“), has filed with the AMF on October 26, 2015 a draft simplified cash tender offer (the “Offer“), for a period of twenty (20) trading days, pursuant to which it irrevocably offers to the shareholders of Euro Ressources S.A. (“EURO RESSOURCES” or the “Company“), to acquire all of their common shares admitted to trading on the C compartment of Euronext Paris S.A. under code ISIN FR 0000054678 (mnemonic EUR), at a price of €2.84 per share.
The Offeror directly and indirectly holds as at the date of the draft information note 53,741,108 shares representing 86.00% of the share capital and voting rights on the basis of a total number of 62,491,281 shares and the same number of theoretical voting rights of the Company pursuant to article 223-11 of the AMF General Regulations. The Offer targets all shares not directly or indirectly held by the Offeror, i.e., to the knowledge of the Offeror, a maximum number of 8,750,173 shares representing 14.00% of the share capital and theoretical voting rights.
The Offer, which could be followed by a mandatory squeeze-out procedure pursuant to articles 237-14 and seq. of the General Regulations of the AMF, is filed by Société Générale which guarantees, in accordance with the provisions of article 231-13 of the AMF General Regulations, the content and the irrevocable nature of the undertakings made by the Offeror.
1. Context of and rationale for the Offer
Presentation of the Offeror
General description
IAMGOLD is the holding company of a mid-tier mining group of companies (the “IAMGOLD Group“) with four operating gold mines on three continents. A solid base of strategic assets in North and South America and West Africa is complemented by development and exploration projects and continued assessment of accretive acquisition opportunities.
The shares of the Offeror are listed on the Toronto Stock Exchange and the New York Stock Exchange. The Offeror is thus subject to continuous disclosure obligations under applicable securities laws, which require, among other things, that IAMGOLD disclose all material information regarding its operations (including, in particular, the Rosebel gold mine, a gold mine 95%-owned and operated by the IAMGOLD Group and from which EURO RESSOURCES receives royalties from IAMGOLD).
Main interests
Through its holdings, IAMGOLD has interests in various operations, development assets and exploration properties. As at the date of the draft information note, IAMGOLD’s main holdings are the following:
Presentation of the Company
EURO RESSOURCES’ principal business activity is the holding of a participation right in the Rosebel gold mine in Suriname, which is 95%-owned and operated by the IAMGOLD Group, pursuant to a Participation Right Agreement dated May 16, 2002 (the “Rosebel Royalty“).
EURO RESSOURCES also holds royalty rights in the Paul Isnard gold development project in French Guiana and a number of smaller royalties on assets owned by 3rd parties.
Rosebel
a. Property description and location
The Rosebel property is an open pit gold mine located approximately 100 kilometres south of Paramaribo, the capital of Suriname. The Rosebel property covers 17,000 hectares in the Brokopondo district, between the Suriname River to the East and the Saramacca River to the West. The property is held by Rosebel Gold Mines N.V., a 95%-owned subsidiary of IAMGOLD.
b. History
The Rosebel property was optioned in 1992 by Golden Star Resources Ltd. (“Golden Star“) from Grasshopper Aluminum Company N.V., a state-owned mining company. Cambior Inc. held a 50% interest in the Rosebel property from June 1994 to May 2002 when it acquired Golden Star’s 50% interest, thus becoming the owner of 100% of the Rosebel property (the “Rosebel Transaction“). Pursuant to the Rosebel Transaction, Golden Star and Cambior Inc. entered into the Rosebel Royalty that granted to Golden Star a gold price participation right based on the gold production of the mine (described below). In December 2004, Golden Star sold the Rosebel Royalty to EURO RESSOURCES. In 2006, IAMGOLD acquired Cambior Inc., and indirectly assumed the obligations to EURO RESSOURCES pursuant to the terms of the Rosebel Royalty. In December 2008, following the closing of its cash tender offer on the share capital of EURO RESSOURCES launched in August 2008, IAMGOLD became the majority shareholder of EURO RESSOURCES.
The Rosebel property is governed by a mineral agreement executed in 1994 (as amended and supplemented in 2003 and 2013) that provided the Republic of Suriname with a 5% carried participation in the share capital of Rosebel Gold Mines N.V.
c. Operations
The Rosebel gold mine began commercial operation in February 2004. It produced 325,000 ounces of gold in 2014 and 147,000 ounces in the first half year of 2015, on an attributable basis. In January 2014, IAMGOLD announced that the previously envisaged full expansion of the Rosebel mine was deferred.
d. Rosebel Royalty
The Rosebel Royalty provides for cash payments by IAMGOLD to EURO RESSOURCES determined by reference to the volume of gold produced at the Rosebel gold mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which gold price exceeds US$300 per ounce and in respect of production from hard rock, 10% of the amount by which gold price exceeds US$350 per ounce, and after deduction of a fixed 2%1 production payable in kind to the Government of Suriname, up to 7.0 million ounces of attributable production from the mine.
As of June 30, 2015, approximately 3.9 million ounces of gold subject to the Rosebel Royalty had been produced and therefore, 3.1 million ounces subject to the Rosebel Royalty (out of the 7 million ounces) were potentially remaining at such date, as further described below.
e. Reserves and resources
The reported mineral reserves and resources of the Rosebel mine, as at December 31, 2014, are as follows:
Mineral resources (“resources”) and mineral reserves (“reserves”) have been calculated as at December 31, 2014 pursuant to Canadian securities regulatory requirements, specifically, the requirements of NI 43-101 (as defined below) and the definitions of reserves and resources incorporated therein. Consistent with NI 43-101, resources are divided into “measured”, “indicated” and “inferred”, based on the level of geological confidence in the mineralization, and reserves, into “probable” and “proven”, upon at least a pre-feasibility study having been undertaken on the indicated and measured resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred resources are too speculative geologically to have any economic considerations applied to them that would enable them to be categorized as reserves.
The mineral resource and reserve estimates contained in this draft information note have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The “Qualified Person” responsible for the supervision of the preparation and review of all resource and reserve estimates for IAMGOLD is Lise Chenard, Eng., Director, Mining Geology. Lise has worked in the mining industry for more than 30 years, mainly in operations, project development and consulting. She joined IAMGOLD in April 2013 and acquired her knowledge of the Company’s operations and projects through site visits, information reviews and ongoing communication and oversight of mine site technical service teams or consultants responsible for resource and reserve modeling and estimation. She is considered a “Qualified Person” for the purposes of NI 43-101 with respect to the mineralization being reported on. The technical information has been included herein with the consent and prior review of the above noted Qualified Person. The Qualified person has verified the data disclosed, and data underlying the information or opinions contained herein.
For information relating to gold price, exchange rates, cut-off grades, metallurgical recoveries and other key assumptions, parameters and methods used in the calculation of reserves and resources and data verification procedures used in collecting, compiling, interpreting and processing the data used to estimate reserves and resources, as well as the identification of risks that could potentially affect the development of the reserves or resources, see IAMGOLD’s most recent annual information form on file with Canadian securities regulatory authorities at www.sedar.com. 2
To the best knowledge of the Offeror, and as of the date of the draft information note, there are no other substantive elements that could materially bring into question these estimates, upon which the valuation of EURO RESSOURCES in connection with this Offer was made. In particular, all of the material and relevant data pertaining to the Rosebel mine, as set out in the draft information note, are believed by IAMGOLD to be consistent with the current development prospects of the mine. IAMGOLD is not aware of any data likely to materially affect the valuation of EURO RESSOURCES under section 3 of the draft information note and does not contemplate taking any decision which would materially impact such valuation.
f. Recent developments
On October 8, 2015 IAMGOLD published a press release to announce that, due to the current gold price environment, it has started a process to reduce by 10% the number of employees at the Rosebel gold mine. This press release is available on IAMGOLD’s website on www.iamgold.com
Paul Isnard
In October 1994, EURO RESSOURCES acquired an interest in the Paul Isnard gold development project through the purchase of all the outstanding shares of Société de Travaux Publics et de Mines Aurifères en Guyane (“Sotrapmag“), a company holding eight mineral concessions at Paul Isnard in French Guiana (the “Paul Isnard Concessions“). Subsequent to this acquisition, the Company also became the owner of an exploration permit at Paul Isnard, which was granted in November 1999 (the “PER“), and had applied for an operating permit in 2010.
In October 2010, EURO RESSOURCES transferred the ownership of Sotrapmag and of its interest in the PER to a company named Auplata S.A. (“Auplata“), in exchange for a royalty payable by Auplata on any future gold production from the Paul Isnard Concessions.
In December 2011, EURO RESSOURCES entered into an Option agreement with Columbus Gold Corp. (“Columbus Gold“) allowing for the restructuring of the existing royalty arrangements with Auplata (the “Option“).
In November 2013, Columbus Gold exercised the Option and the Company thus transferred to Columbus Gold its rights on the royalty receivable from Auplata on any future gold production from the Paul Isnard Concessions. In return the Company received from Columbus Gold (i) cash, (ii) a 13.5% equity stake in Columbus Gold and (iii) a net smelter returns (NSR) royalty covering the Paul Isnard Concessions and an area of interest surrounding the concessions in French Guiana (the “Paul Isnard Royalty”) (see section 3.3.2.1 of the draft information note for more details on this Paul Isnard Royalty).
The Paul Isnard gold development project is currently being advanced by Columbus Gold with an estimated production start in 2020, subject to additional technical assessments, permitting and capital availability.
Interest held by the Offeror in the Company
On 17 December 2008, following the closing of its cash tender offer for EURO RESSOURCES launched in August 2008, IAMGOLD held 84.55% of the share capital and voting rights of EURO RESSOURCES.
Between December 2008 and June 2012, IAMGOLD increased its shareholding in EURO RESSOURCES to 53,741,108 shares, through net acquisitions on the market of 902,469 shares at an average price of €1.10.
In June 2012, IAMGOLD reallocated its shareholding in EURO RESSOURCES within the IAMGOLD Group. On 19 June 2012, IAMGOLD thus transferred 53,740,764 shares of the Company, to its wholly-owned subsidiary IAMGOLD France S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated under French law, having its registered office located at PK 6,5 Route de Montjoly, Chemin Poupon, 97354 Remire-Montjoly, and registered with the trade and companies of Cayenne under the number 402 207 153 (“IAMGOLD France“). On 22 August 2012, IAMGOLD transferred all its IAMGOLD France shares to its indirect wholly-owned Dutch subsidiary IAMGOLD Netherlands B.V.
As a result of this intra-group reorganization and a subsequent repurchase and cancellation of 5,180 shares by EURO RESSOURCES, as at the date of the draft information note, IAMGOLD directly and indirectly holds 86.00% of the share capital of the Company through IAMGOLD France, it being specified that IAMGOLD France is wholly-owned by IAMGOLD Netherlands B.V., which is itself wholly-owned by IAMGOLD through another Dutch entity named IAMGOLD Cooperative U.A.
As at the date of the draft information note, the allocation of the share capital and voting rights of EURO RESSOURCES is the following:
In addition to the foregoing, to the best knowledge of the Offeror, as at the date of the draft information note, the Company has not issued any equity securities or financial instrument giving access, whether immediately or in the future, to its share capital or its voting rights.
Neither the Offeror nor any of the companies of the IAMGOLD Group has purchased any EURO RESSOURCES shares in the 12 months preceding the filing of the Offer.
The Offeror reserves the right to acquire EURO RESSOURCES shares in accordance with, and within the limits set by, Article 231-38 IV of the AMF General Regulations between the disclosure by the AMF of the main characteristics of the draft Offer and the opening of the Offer. In accordance with the AMF General Regulations, these acquisitions (i) shall not target a number of shares exceeding 2,625,051 shares and (ii) shall be based on an order drawn up at the Offer price, in the case of a market acquisition, or at the Offer price and only at that price, in the case of an off-market acquisition.
In accordance with applicable laws and regulations, between the closing date of the Offer and the date of issuance of the notice pertaining to the outcome of the Offer, the Offeror is authorized to acquire EURO RESSOURCES shares at a price which cannot exceed the price of the Offer.
Rationale for the Offer
In the current gold price environment IAMGOLD is focused on addressing the cost structure of all its operating mines, including Rosebel. Obtaining full ownership of EURO RESSOURCES, the holder of the Rosebel Royalty, will improve its cost structure on a consolidated basis. IAMGOLD also wishes to simplify and reduce the ongoing costs and holding structure of the IAMGOLD Group, and to eliminate the regulatory and administrative constraints which result from the listed and publicly reporting status of its subsidiary EURO RESSOURCES.
Therefore, in the event that, upon the closing of this Offer, the minority shareholders represent less than 5% of the share capital or voting rights of EURO RESSOURCES, IAMGOLD has the intention to request from the AMF, pursuant to articles 237-14 et seq. of the AMF General Regulations, the implementation, at the latest within three months following the closing of the Offer, of a mandatory squeeze-out procedure in order to acquire the shares not tendered to the Offer in exchange for indemnification equal to the price of the Offer, i.e. €2.84 per EURO RESSOURCES share, net of any cost. For such purpose, the Offeror has mandated Société Générale which conducted a valuation of EURO RESSOURCES shares, a summary of which is hereafter reproduced (see section 3 of the draft information note). Furthermore, a Special Committee of the Board of Directors (comprised entirely of directors independent from IAMGOLD and formed specifically to review for EURO RESSOURCES the Offer from its controlling shareholder) of the Company has, and pursuant to the provisions of article 261-1 I and II of the AMF General Regulations, appointed Eight Advisory, represented by Mr. Alexis Karklins-Marchay, as independent expert who confirmed the fairness of the Offer from a financial perspective for the shareholders of EURO RESSOURCES, including in view of a possible squeeze-out procedure. The report of the independent expert will be entirely reproduced in the reply note (note en réponse) of EURO RESSOURCES.
2. The Offeror’s intentions for the next twelve months
Strategy and continuation of business
As indicated, IAMGOLD currently holds indirectly more than 85% of the share capital and voting rights of the Company. The Offer will consequently not trigger a change of control in the Company.
Subject to the potential implementation of the measures mentioned below, the Offeror intends to continue the operational activity of EURO RESSOURCES.
Interest of the transaction for the shareholders of EURO RESSOURCES
The Offeror offers EURO RESSOURCES’ shareholders an immediate liquidity on their entire shareholding at a price of €2.84 per share.
The price represents a premium of 31.5% on the last share price of EURO RESSOURCES as of October 23, 2015, the last full trading day prior to the announcement of the Offer, and premiums of 33.3% and 32.1% respectively on the average share prices weighted by the volumes for the one and three month-periods prior to that date.
The valuation materials for the assessment of the price of the shares subject to the Offer are described in Section 3 of the draft information note.
Corporate governance
After the closing of the Offer, if IAMGOLD implements the mandatory squeeze-out procedure, changes will be made to the Company’s Board of Directors in order to appropriately reflect IAMGOLD’s full ownership.
If the Company is delisted and converted into a simplified joint stock company (société par actions simplifiée) as described below, the Company may no longer have a Board of Directors.
Intentions regarding employment
According to publicly available information, EURO RESSOURCES has no employees.
Dividend policy
The Company has no formal dividend policy. Any future distributions of dividends shall continue to be proposed by the Board of Directors after taking into account various factors, including EURO RESSOURCES’ net profit, financial condition, current and anticipated cash needs and will be subject to shareholders’ approval. The amount of distributable dividends will be based on the annual financial statements prepared in accordance with French generally accepted accounting principles.
Compulsory acquisition and delisting from Euronext Paris
In accordance with articles 237-14 et seq. of the AMF General Regulations, to the extent that the minority shareholders do not represent more than 5% of the share capital or the voting rights of the Company upon closing of the Offer, the Offeror will initiate a mandatory squeeze-out procedure after the closing of the Offer, and at the latest within three months following the closing of the Offer. The shares which will not have been tendered to the Offer will thus be transferred to the Offeror against payment of an indemnity of €2.84 per share, matching the price of the Offer.
In this respect, if the conditions for a mandatory squeeze-out are not met upon closing of the Offer, IAMGOLD does not intend to file a new Offer at a price exceeding the price offered in the Offer of €2.84 (except in case of significant change in the elements supporting the valuation of the Company and in any case under the control of the AMF).
Moreover, if it is unable to implement the above-mentioned squeeze-out, the Offeror also reserves the right to commence proceedings to delist from Euronext Paris, in the name of the Company, the shares of EURO RESSOURCES. It should be noted that Euronext Paris is only likely to agree to such a request if the liquidity of the shares is significantly reduced following the Offer and if the delisting of the shares does not go against market interests, and complies with Euronext market rules. Such delisting would also be subject to the non-exercise by the AMF of its veto right.
Reorganization – Merger
If the minority shareholders do not represent more than 5% of the share capital or the voting rights of the Company upon closing of the Offer, and the Offeror initiates a mandatory squeeze-out procedure as described above, the Offeror intends to transfer immediately all the EURO RESSOURCES shares that it will have acquired in the context of the Offer and the above mandatory squeeze-out to IAMGOLD France, which will be in charge of managing and developing this investment from France. This will consolidate IAMGOLD’s holdings in EURO RESSOURCES into one entity as IAMGOLD France currently owns the IAMGOLD Group’s approximately 86.00% shareholding in EURO RESSOURCES.
The aforementioned transfer of shares to IAMGOLD France will be implemented in accordance with Article 223 B.c of the French Code général des impôts and under the requirements set forth by the French tax administrative doctrine (including paragraphs 230 through 320 of the Official Bulletin of Public Finance – Tax BOI-IS-GPE -20-20-80-10-20130329 dated March 29, 2013).
In case of delisting of the shares of EURO RESSOURCES as described above, IAMGOLD may decide, after the completion of said delisting, to (i) convert the Company into a simplified joint stock company (société par action simplifiée), (ii) carry out a merger of any IAMGOLD Group company with EURO RESSOURCES or (iii) wind up EURO RESSOURCES, it being specified that the determination of the appropriate mechanism will require further analysis after completion of the mandatory squeeze-out, depending on various factors. The Offeror has not completed any detailed calculations enabling him to assess the financial consequences with respect to the above options.
3. Agreements that may have a material impact on the assessment or outcome of the Offer
There is no agreement entered into by the Offeror that may have a material impact on the assessment or outcome of the Offer, nor is the Offeror aware of any such agreement.
4. Offer characteristics
Pursuant to the terms of Article 231-13 of the AMF General Regulations, Société Générale, acting on behalf of the Offeror, filed the draft Offer with the AMF on October 26, 2015 in the form of a friendly simplified cash tender offer targeting all the EURO RESSOURCES shares which are not currently held, directly or indirectly, by IAMGOLD.
In the context of this Offer, which is unconditional, the Offeror irrevocably undertakes to acquire from the shareholders of EURO RESSOURCES, the shares of the Company which will be tendered to the Offer, at a price of €2.84 per share, during a 20 trading day period.
Holders of shares willing to tender their shares to the Offer shall deliver an irrevocable transfer order in relation to their shares to their financial intermediary, in accordance with the standard forms provided by their financial intermediary, no later than the closing date of the Offer, indicating if they choose to sell their shares:
The market member acting on behalf of the Offeror is SG Securities (Paris) SAS.
Prior to the Offer opening, the AMF and Euronext Paris will publish an opening and timetable notice, and a notice announcing the characteristics of the Offer and its timetable.
On an indicative basis, the timetable for the Offer could be the following:
5. Valuation of the Offer
The valuation materials with respect to the Offer price set to €2.84 per EURO RESSOURCES share, which are summarized below, have been prepared on the basis of a multi-criteria valuation method by Société Générale, as presenting bank of the Offer for the account of the Offeror and in full agreement with the latter, including inter alia in connection with the valuation methods used and the assumptions taken.
A summary of these valuation materials is included in the following chart:
6. Contacts
Line La Croix – IAMGOLD Corporation
Tel: 1-450-677-2056
Email: [email protected]
Bob Tait, VP Investor Relations, IAMGOLD Corporation
Tel: (416) 360-4743 Mobile: (647) 403-5520
For enquiries in French:
Marie Diop, Corporate Affairs Manager, IAMGOLD Corporation
Tel: +221 77 729 27 23 Mobile: +221 33 859 55 11
The Offer is made for the securities of a French issuer and is subject to the AMF General Regulations. As of the date of the draft information note, IAMGOLD contemplates extending the Offer to Canadian and U.S. residents. IAMGOLD anticipates that the Offer will be made pursuant to French securities laws and will be exempt from take-over bid requirements of Canadian securities laws. The draft information note has not been filed with nor reviewed by the U.S. Securities and Exchange Commission. Holders of EURO RESSOURCES shares having their place of residence, registered office or habitual place of abode in the United States are also directed to see Section 2.6.2 of the draft information note (“Special information for U.S. shareholders”).
This press release was prepared for information purposes only. It does not constitute an offer to the public. This press release is not intended for circulation in countries other than France, subject to the publication of this document on the Offeror’s website pursuant to applicable regulations. The circulation of this press release, the Offer or acceptance of the Offer may be subject to specific regulations or restrictions in some countries. Persons in possession of this document must comply with the restrictions applicable in their countries.
Gold Technical Information and Qualified Person/Quality Control Notes
The mineral resource and reserve estimates contained in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The “Qualified Person” responsible for the supervision of the preparation and review of all resource and reserve estimates for IAMGOLD is Lise Chenard, Eng., Director, Mining Geology. Lise has worked in the mining industry for more than 30 years, mainly in operations, project development and consulting. She joined IAMGOLD in April 2013 and acquired her knowledge of the Company’s operations and projects through site visits, information reviews and ongoing communication and oversight of mine site technical service teams or consultants responsible for resource and reserve modeling and estimation.
She is considered a “Qualified Person” for the purposes of NI 43-101 with respect to the mineralization being reported on. The technical information has been included herein with the consent and prior review of the above noted Qualified Person. The Qualified person has verified the data disclosed, and data underlying the information or opinions contained herein.
