Ivanhoe Mines Files Final Prospectus for Rights Offering
08 Juin 2012 - 3:48PM
Marketwired
Ivanhoe Mines (TSX:IVN)(NYSE:IVN)(NASDAQ:IVN) announced today that
the company has filed the final prospectus outlining the details of
a rights offering in which all existing shareholders, subject to
applicable law, may participate on an equal, proportional basis in
purchasing additional common shares. The offering is expected to
raise approximately US$1.8 billion in gross proceeds.
The rights offering is part of the comprehensive financing plan
to continue the development of the Oyu Tolgoi Project, and was the
subject of a memorandum of agreement with majority shareholder Rio
Tinto on April 18, 2012. Certain terms of that agreement were
amended on May 23, 2012.
Terms of the rights offering have been approved by the Ivanhoe
Mines Board of Directors. The final prospectus has been filed with
securities regulators in Canada and the United States. The rights
have been admitted for trading by the Toronto Stock Exchange (TSX),
the New York Stock Exchange (NYSE) and the NASDAQ Stock Market,
which also will list the shares issued upon the exercise of the
rights.
Rio Tinto has committed to take up its full basic subscription
privilege under the rights offering with respect to its 51%
shareholding in Ivanhoe, subject to certain conditions. Rio Tinto
will also provide a standby commitment for the full amount of the
US$1.8 billion rights offering, subject to certain conditions
including the price of Ivanhoe's common shares on the NYSE not
falling below the subscription price at any time on or after the
fifth business day before the expiry of the rights. Under the
standby commitment, Rio Tinto is required to acquire any Ivanhoe
common shares not taken up under the rights offering.
Consistent with international practice in rights offerings, each
new common share of Ivanhoe Mines available for purchase by rights
holders will be offered at a discount to the company's current
market price. Subject to applicable law, all Ivanhoe Mines
shareholders will have the choice of deciding whether to
participate and, by doing so, to maintain their existing levels of
ownership. It means, for example, that an individual shareholder
with a one per cent stake in Ivanhoe will be issued rights to buy a
maximum number of new shares that would maintain that shareholder's
stake at one per cent following completion of the offering.
Key terms contained in the final prospectus for the rights
offering include:
-- Each Ivanhoe Mines shareholder will receive one transferable right for
each share of common stock owned as of June 19, 2012, the record date
for the rights offering.
-- Every 20 rights will entitle the holder to purchase seven common shares
of Ivanhoe Mines.
-- Each holder may choose a subscription price of either US$7.00 per share
or CDN$7.17 per share. The US and Canadian subscription prices represent
a discount of approximately 32% to the closing prices of US$10.31 on the
NYSE and CDN$10.62 on the TSX on June 7, 2012.
-- Approximately 260 million common shares are expected to be issued under
the rights offering, which would represent approximately 35% of
Ivanhoe's current outstanding shares.
-- A rights-offering prospectus and rights certificate will be mailed to
each shareholder of record on June 27, 2012, subject to applicable law.
-- The rights offering will be open for exercise for 21 days from the date
of mailing to shareholders and will expire at 5:00 p.m. Eastern Standard
Time (EST) on July 19, 2012.
-- Shareholders who do not wish to exercise their rights to buy new common
shares under the offering will have the option of selling the rights
that they receive from Ivanhoe Mines through the TSX, the NYSE or
NASDAQ.
-- Trading of the rights will begin on the TSX on June 14, 2012 and stop at
noon (EST) on July 19, 2012. On the NYSE and NASDAQ, trading of the
rights will begin June 14, 2012 and stop at the close of trading on July
18, 2012. The rights will be listed for trading on the TSX under the
symbol IVN.RT. The rights will be admitted for trading on the NYSE and
NASDAQ under the symbols IVN.WIRT and IVN.V, respectively, until regular
way trading on the NYSE and NASDAQ begins. Once regular way trading
starts, the rights will trade on the NYSE and NASDAQ under the symbols
IVN.RT and IVN.R, respectively.
-- Shareholders who do not exercise all of their rights will have their
present ownership interests in Ivanhoe Mines reduced, as a percentage of
the total outstanding common shares, as a result of the rights offering.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Ivanhoe Mines
Ivanhoe Mines (TSX:IVN)(NYSE:IVN)(NASDAQ:IVN) is an
international mining company with operations focused in the Asia
Pacific region. Assets include the company's 66% interest in the
Oyu Tolgoi copper-gold-silver mine development project in southern
Mongolia; a 58% interest in Mongolian coal miner SouthGobi
Resources (TSX:SGQ)(HK:1878); a 59% interest in copper-gold miner
Ivanhoe Australia (TSX:IVA)(ASX:IVA), which also is developing a
molybdenum-rhenium discovery; and a 50% interest in Altynalmas
Gold, a private company developing the Kyzyl Gold Project in
Kazakhstan.
Ivanhoe Mines' shares are listed on the New York, NASDAQ and
Toronto stock exchanges under the symbol IVN.
Forward-looking statements
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of our
beliefs, intentions and expectations about developments, results
and events which will or may occur in the future, constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation and "forward-looking statements"
within the meaning of the "safe harbour" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking information and statements are typically identified
by words such as "anticipate," "could," "should," "expect," "seek,"
"may," "intend," "likely," "plan," "estimate," "will," "believe"
and similar expressions suggesting future outcomes or statements
regarding an outlook. These include, but are not limited to whether
or not the above contemplated rights offering will be successfully
completed in the future, statements regarding the gross proceeds
expected to be raised thereby and the number and percentage of
shares expected to be issued thereunder, and other statements that
are not historical facts.
All such forward-looking information and statements are based on
certain assumptions and analyses made by Ivanhoe Mines' management
in light of their experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are appropriate in the
circumstances. These statements, however, are subject to a variety
of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected
in the forward-looking information or statements. Important factors
that could cause actual results to differ from these
forward-looking statements include those described under the
heading "Risks Factors" included in the final prospectus or in the
company's Annual Information Form, both filed on SEDAR and EDGAR.
The reader is cautioned not to place undue reliance on
forward-looking information or statements.
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before investing, individuals should read
the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information
about the issuer and this offering. The documents are available
free of charge by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the issuer will arrange to send you the prospectus
if you request it by calling 1-604-688-5755.
Contacts: Ivanhoe Mines Ltd. Jason Combes Investors +1
604.648.3920jasonco@ivancorp.net Ivanhoe Mines Ltd. Tony Shaffer
Media +1 604.648.3934tonysh@ivancorp.net www.ivanhoemines.com
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