TIDMRMLA 
 
RNS Number : 5516G 
Rusina Mining NL 
02 February 2010 
 

                              Joint Press Release 
                   European Nickel and Rusina Mining to Merge 
    Consolidating Assets in the Philippines and becoming a Significant Nickel 
                              Development Company 
2 February 2010 - Perth and London: European Nickel PLC ("European Nickel" or 
the "Company") (AIM, PLUS: ENK) and Rusina Mining NL ("Rusina") (AIM: RMLA, ASX: 
RML) are pleased to announce that they have signed a Merger Implementation 
Agreement ("MIA") whereby European Nickel proposes to acquire the entire issued 
share capital of Rusina by way of a Scheme of Arrangement (the "Scheme") under 
the Australian Corporations Act. 
 
Transaction Summary 
·        In consideration for the transaction, Rusina shareholders will be 
offered four European Nickel new ordinary shares ("New Shares") for every five 
Rusina ordinary shares they own (the "Exchange Ratio"). The Scheme is subject to 
Australian court approval and approval by Rusina's shareholders. 
·        The Exchange Ratio represents a 15.5% premium to Rusina's last 10 day's 
ASX Volume Weighted Average Share Price ("VWAP") of A$0.0933 per share 
(GBP0.05159 per share) and values Rusina at approximately GBP18.1 million 
(A$32.7 million) based on European Nickel's last 10 days VWAP of GBP0.0745 per 
share (the "Initial Offer").  Based on the last 30 days VWAP for each company 
the premium is 27%. 
·        The ultimate value of the offer is capped at GBP27.1 million (the 
"Value Cap"), a 50% premium to the Initial Offer.   If an adjustment is made as 
a result of the Value Cap, the offer would represent a 73.3% premium to Rusina's 
10 day VWAP prior to the date of the MIA.  A description of the Value Cap is 
shown below. 
·        Holders of Rusina share options will be offered New Shares in 
consideration for the cancellation of their Rusina options, based on the 
calculated value of each series of options.  In total 6,425,329 New Shares will 
be offered to optionholders. 
·        The Rusina directors unanimously recommend that Rusina shareholders 
vote in favour of the proposed Scheme, and each director intends to vote all of 
the Rusina shares they own or control at the date of the Scheme meeting in 
favour of the Scheme, in the absence of a superior proposal. 
·        Upon completion of the Scheme and the Placing, and under the terms of 
the Initial Offer, current Rusina shareholders will own approximately 27.3% of 
the merged company. 
·        European Nickel plans to establish an Australian listing of its shares 
through ASX-listed CHESS Depositary Interests (CDIs) such that Rusina 
shareholders can trade the New Shares they receive on the ASX. 
·        On completion of the Scheme certain changes will be made to the 
composition of the Board, including the appointment of a new Managing Director, 
which are detailed below. 
·        In a related transaction, European Nickel has also announced today that 
it has placed 172.4 million new ordinary shares (the "Placing Shares") at 7.0 
pence each (the "Placing Price") to raise gross proceeds of approximately 
US$19.4 million (GBP12.1 million) (the "Placing") and an estimated additional 
1.25 million new ordinary shares (the "Endeavour Shares") in lieu of interest on 
the loan provided by Endeavour Financial Corporation. 
 
Benefits of the Merger 
The merger will create a larger, stronger company that will be better able to 
finance its development projects and grow into a mid-tier nickel producer. The 
merger is considered by the Boards of Rusina and European Nickel to be a logical 
outcome of the joint venture between European Nickel and Rusina at the Acoje 
nickel project in the Philippines and consolidates the ownership structure of 
the project ahead of critical development and financing decisions. 
·        Improved access to development capital through enlarged balance sheet, 
increased share liquidity and ASX listing. 
·        Strengthened management team - a management team with a track record of 
success in international project development and the organisational depth to 
develop two projects in quick succession. 
·        Creates a significant nickel development company with a substantial 
JORC resource base of 1.35 million tonnes of contained nickel and a medium term 
nickel production target of 50,000 tonnes per annum. 
·        Geographical and project diversification across Turkey, the Philippines 
and Albania. 
·        Ability to pursue further growth opportunities. 
·        Enables savings in corporate overheads and cost savings from the 
rationalisation of the Acoje joint venture into a simpler corporate and 
operational structure. 
European Nickel currently has a 20% interest in the Acoje project, with a right 
to earn up to 40%, while Rusina currently has a 72% interest in the project.  A 
Definitive Feasibility Study is due to be completed in 2011. Acoje is European 
Nickel's next planned heap leach project for commercialisation, after the Çaldag 
project in Turkey. 
European Nickel currently owns 8,836,430 Rusina shares, representing 2.9% of the 
issued capital of Rusina. 
 
The Combined Group 
Upon implementation of the merger, the combined group will have a total 
attributable resource base of 1.35 million tonnes of contained nickel, forecast 
production of 45,000 tonnes per annum from its two projects, Çaldag and Acoje, 
and a strengthened management team. 
 
+--------------------------------------+--------+--------+----------+ 
| Combined Group Projects              | Çaldag |  Acoje | Combined | 
+--------------------------------------+--------+--------+----------+ 
| Annual nickel production (tonnes)    | 20,400 | 24,500 |   44,900 | 
+--------------------------------------+--------+--------+----------+ 
| Total project capital cost (US$m)    |    428 |    498 |      926 | 
+--------------------------------------+--------+--------+----------+ 
| NPV10 (US$m) - US$6/lb Ni price      |   2071 |   3752 |      582 | 
+--------------------------------------+--------+--------+----------+ 
| NPV10 (US$m) - US$7/lb Ni price      |   3791 |   5862 |      965 | 
+--------------------------------------+--------+--------+----------+ 
| Free annual cashflow (US$m) -        |     51 |    108 |      159 | 
| US$6/lb Ni price                     |        |        |          | 
+--------------------------------------+--------+--------+----------+ 
| Project IRR - US$6/lb Ni price       |  20.5% |  28.3% |          | 
+--------------------------------------+--------+--------+----------+ 
| Project IRR - US$7/lb Ni price       |  28.4% |  37.2% |          | 
+--------------------------------------+--------+--------+----------+ 
Notes: 
1.  Geared 
2.  Ungeared 
 
The combined market capitalisation of the two companies, based on the value of 
Rusina under the Initial Offer and yesterday's closing price of European Nickel, 
is GBP62.5 million. 
On completion of the Scheme Rusina's CEO, Robert Gregory, and Rusina's CFO, Mark 
Hanlon, will join the European Nickel board as Managing Director and Finance 
Director respectively. Simon Purkiss will become Executive Deputy Chairman, 
David Whitehead will continue as Chairman and Paul Lush will continue as a 
Non-Executive Director.  A further Non-Executive Director will be nominated on 
completion of the Scheme and the appointment of all of the new directors will be 
subject to approval by the Board and the Company's nominated adviser. Provided 
that all proposed appointments are made, the remainder of the Company's Board 
will step down with effect from completion. 
Commenting on the merger, Simon Purkiss, Managing Director of European Nickel, 
said: 
"Merging with Rusina is a natural step as we seek to grow into a mid-tier nickel 
producer.  Acoje will be our next development project after Çaldag and 
simplifying the corporate structure, along with bolstering our management team 
ahead of critical development and financing decisions is logical. 
I am also delighted that Rob Gregory has agreed to join the Board of European 
Nickel. He has excellent operational experience and will be invaluable in 
bringing Çaldag and Acoje into production." 
Robert Gregory, Managing Director of Rusina, said: 
"This transaction delivers considerable value to Rusina shareholders as they can 
now be part of a larger, geographically diversified nickel company with a 
project at construction stage in Turkey and a pipeline of development projects 
in the Philippines and Albania." 
 
Merger Implementation Agreement ("MIA") 
Rusina has entered into a binding MIA with European Nickel under which Rusina 
has agreed to propose the Scheme to its shareholders pursuant to which all of 
Rusina's shares will be acquired by European Nickel. A summary of the MIA is 
attached to this announcement. 
The merger is subject to the completion of confirmatory due diligence by 
European Nickel and Rusina prior to 3 March 2010. 
The merger is also subject to satisfaction of a number of customary conditions 
precedent, including the receipt of required regulatory and Australian court 
approvals, as well as the approval of Rusina shareholders. 
The MIA contains certain customary terms usual for a transaction of this nature, 
including non-solicitation and no talk provisions and a mutual break fee of 
US$250,000 payable in certain circumstances detailed in summary of the MIA 
attached below. 
As noted above, consideration for the transaction will be European Nickel 
shares, with Rusina shareholders offered four European Nickel shares for every 
five Rusina shares they own (the "Exchange Ratio"). The Exchange Ratio values 
Rusina at approximately GBP18.1 million (A$32.7 million) based on European 
Nickel's 10 day VWAP prior to the date of the MIA (the "Initial Offer"). 
Under the terms of the MIA the ultimate value of the offer is capped at GBP27.1 
million (the "Value Cap"), a 50% premium to the Initial Offer. The determination 
of whether an adjustment will be made to the Initial Offer will be made 12 
business days prior to the Rusina shareholder meeting to approve the Scheme 
("Cap Valuation Date").  If at this date, the value of the offer based on 
European Nickel's 10 day VWAP prior to the Cap Valuation Date, is greater than 
the Value Cap then the Exchange Ratio will be adjusted to equal the Value Cap. 
The Value Cap will be reached if, at the Cap Valuation Date the European Nickel 
10 day VWAP prior to the Cap Valuation Date is greater than 11.175 pence, 
assuming no new Rusina ordinary shares are issued before that date. 
The Value Cap mechanism has been included on the basis that the European Nickel 
share price could appreciate strongly, prior to completion of the merger, as a 
result of a number of initiatives that are currently underway. 
In a related transaction, European Nickel has placed 172.4 million new ordinary 
shares at 7.0 pence each to raise gross proceeds of approximately US$19.4 
million (GBP12.1 million) and an estimated additional 1.25 million new ordinary 
shares in lieu of interest on the loan provided by Endeavour Financial 
Corporation.  The Placing Shares have been placed in two tranches. The First 
Tranche Placing Shares have been placed firm on the basis of not exceeding the 
Company's current authorised share capital. The remaining Second Tranche Placing 
Shares, have also been placed firm but are conditional, inter alia, on the 
passing of a shareholder resolutions to authorise the allotment of the shares 
and the completion of the Scheme 
The funds from the First Tranche Placing Shares will be used to repay the 
Endeavour bridging loan, to meet expenditure commitments at Çaldag and Acoje and 
for general working capital purposes. The proceeds from the Second Tranche 
Placing Shares will be used to meet ongoing expenditure commitments for Çaldag, 
progress the Acoje DFS and for general working capital purposes. 
 
Next Steps 
It is expected that a meeting of Rusina shareholders will be held in early May 
2010 to vote on the proposed Scheme. Rusina shareholders will receive a Scheme 
Booklet and notice of meeting in March 2010. The Scheme Booklet will contain 
full details of the proposed transaction and will include an independent 
expert's report for the benefit of Rusina shareholders. The transaction is 
expected to be completed by late May 2010. 
 
For more information, please visit www.enickel.co.uk or www.rusina.com.au or 
contact: 
 
+---------------------------------+---------------------------------+ 
| European Nickel                 | Rusina Mining                   | 
+---------------------------------+---------------------------------+ 
| Simon Purkiss or Andrew Lindsay | Robert Gregory or Mark Hanlon   | 
| European Nickel                 | Rusina Mining                   | 
| Tel: +44 20 7290 3130 (London)  | Tel: +61 8 9226 1111 (Perth)    | 
|                                 |                                 | 
| Mike Jones or Andrew Chubb      | Roland Cornish                  | 
| Canaccord Adams                 | Beaumont Cornish                | 
| Tel: +44 20 7050 6500           | Tel: +44 20 7628 3396           | 
|                                 |                                 | 
| Alex Buck                       | Kevin Skinner                   | 
| BuckBias                        | Field Public Relations          | 
| Tel: +44 7932 740 452           | Tel: +61 8 8234 9555 or / +61   | 
|                                 | 414 822 631                     | 
+---------------------------------+---------------------------------+ 
Notes to Editors: 
About European Nickel 
European Nickel (AIM, PLUS: ENK) is an emerging mid-tier nickel laterite 
producer focused on growth. With 869,000 tonnes of attributable JORC nickel 
resources and assets in Turkey, the Philippines and Albania, European Nickel is 
targeting 50,000 tonnes of annual nickel production within five years. The 
Çaldag project in Turkey is the Company's flagship asset with near-term 
production and will be the world's first commercial scale nickel laterite heap 
leach operation. 
 
About Rusina Mining 
Rusina Mining (ASX: RML, AIM: RMLA) is a Philippine focused mineral exploration 
and development company. It has an experienced management team that is highly 
knowledgeable on the "soft" issues of mining and has significant partnering 
expertise. The Company is developing the Acoje nickel laterite project with 
joint venture partner European Nickel PLC, which is expected to complete a 
Definitive Feasibility Study in 2011. With an attributable JORC resource of 
495,000 tonnes of contained nickel and a diversified exploration portfolio 
across nickel, chromite, platinum and copper/gold the Company is focused on 
bringing its projects into production as quickly as possible. 
APPENDIX A              Merger Implementation Agreement Summary 
 
This appendix is a summary only of the key terms to the Merger Implementation 
Agreement signed by Rusina and European Nickel.  The complete Merger 
Implementation Agreement will be provided to Rusina Shareholders as part of the 
Scheme Booklet.  It is expected that the Scheme Booklet will be despatched to 
Rusina Shareholders in April 2010. 
 
Key Conditions 
Implementation of the Scheme is subject to a number of conditions precedent, 
including: 
·     the Rusina Board does not change or withdraw its recommendation to vote in 
favour of the Scheme and all resolutions (if any) incidental to the Scheme; 
·     each of Rusina and European Nickel conducting due diligence investigations 
on the other that do not reveal any information which, in the reasonable opinion 
of the respective boards amounts to a material adverse matter or change; 
·     all Rusina Options are exercised or agreed to be acquired or cancelled and 
Rusina obtains all necessary waivers from ASX which Rusina and European Nickel 
agree are necessary or desirable to acquire or cancel the Rusina Options no 
later than 5 business days prior to the Scheme Meeting; 
·     Rusina Shareholders approving the Scheme; 
·     European Nickel shareholder approval (if any) for the purpose of the 
Scheme and any corporate activity or financing permitted under the Merger 
Implementation Agreement; 
·     Court approval of the Scheme; 
·     the Independent Expert concluding that the Scheme is in the best interests 
of Rusina Shareholders; 
·     approvals (if any) from applicable regulatory bodies being granted; 
·     ASX issues or provides such consents or approval required for the 
admission of European Nickel to the official list of ASX and the approval for 
official quotation of CDI's in respect of the European Nickel Shares to be 
issued as consideration to Scheme Participants; 
·     the European Nickel Shares to be issued as consideration to Scheme 
Participants are approved for admission for trading on AIM; 
·     no takeover proposal is announced or made (other than as contemplated by 
the Merger Implementation Agreement) involving Rusina or European Nickel or any 
of its subsidiaries, nor is any proposal which could result in a person who does 
not already have voting power of 50% in Rusina or European Nickel (as the 
context requires), having voting power of more than 50% of Rusina or European 
Nickel (as the context requires); 
·     no prescribed occurrences (such as insolvency, disposal of assets, 
reducing share capital  etc) occurring in relation to Rusina or European Nickel; 
·     no material adverse effect occurring in respect of Rusina and European 
Nickel; 
·     all third party consents are granted or obtained in respect of 
implementation of the Scheme; 
·     the Scheme becoming effective before 2 August 2010 (unless extended in 
accordance with the terms of the Merger Implementation Agreement). 
 
Exclusivity 
Rusina has agreed not to solicit or invite a proposal or competing transaction, 
enter into discussions regarding a proposal or competing transaction with a 
third party or provide any information to a third party regarding a competing 
proposal.  These restrictions do not apply to the extent that they restrict 
Rusina from taking or refusing to take any action with respect to a bona fide 
proposal in relation to a competing proposal in circumstances would result in 
Rusina's directors breaching their fiduciary or statutory duties. 
 
Right to Match Third Party Proposal 
If Rusina receives a takeover proposal from a third party, Rusina must notify 
European Nickel and not take any action regarding the competing proposal until 
European Nickel has had 5 business day following notification (and 2 business 
days of its intention to enter into the competing proposal) to make a 
counterproposal. Rusina must then review any counterproposal from European 
Nickel and determine whether it provides an equivalent or superior outcome for 
Rusina shareholders than the competing proposal. If the Rusina Board determines 
that the counterproposal is equivalent or superior, it must then take steps to 
implement such counterproposal. 
 
Reimbursement of costs 
Rusina must pay European Nickel US$250,000 as compensation for costs and 
expenses incurred by European Nickel in relation to the Scheme and the 
performance of its obligations under the Merger Implementation Agreement in the 
event that: 
·     a Rusina prescribed occurrence or takeover proposal occurs as a result of 
which the Expert is no longer able to conclude that the Scheme is in the best 
interests of Scheme Participants; 
·     any of the Rusina directors fail to recommend the Scheme or withdraw, 
revise, revoke or qualify a recommendation previously made; 
·     any of the Rusina directors do not exercise any votes attached to any 
Rusina Share which he or she holds or controls in favour of the Scheme at the 
Scheme Meeting; 
·     the Scheme does not proceed because Rusina Shareholders do not approve the 
Scheme other than in circumstances where the Independent Expert has concluded 
that the Scheme is not in the best interests of Rusina Shareholders; 
·     Rusina is in breach of its exclusivity obligations; 
·     the Court fails to approve the Scheme for which Rusina Shareholder 
Approval has been obtained as a result of material non-compliance by Rusina of 
its obligations under the Merger Implementation Agreement; or 
·     the Scheme has not become effective before 2 August 2010 (or as otherwise 
extended in accordance with the terms of the Merger Implementation Agreement) 
because of a material breach by Rusina of its obligations. 
 
European Nickel must pay Rusina US$250,000 as compensation for costs and 
expenses incurred by Rusina in relation to the Scheme and the performance of its 
obligations under the Merger Implementation Agreement if there is a European 
Nickel prescribed occurrence or takeover proposal and, as a result of such 
transaction, the Independent Expert concludes that the Scheme is not in the best 
interests of Rusina shareholders, or, the Scheme has not become effective before 
2 August 2010 (or as otherwise extended in accordance with the terms of the 
Merger Implementation Agreement) because of a material breach by European Nickel 
of its obligations. 
 
Termination 
Either party may terminate the Merger Implementation Agreement if a condition 
precedent cannot be satisfied or is not satisfied before the relevant date, the 
Scheme has not become effective by 2 August 2010 (unless otherwise extended in 
accordance with the terms of the Merger Implementation Agreement) or if a party 
does not remedy a material breach of the Merger Implementation Agreement after 
receiving notice from the other party to do so. 
 
Each party has a right to terminate if a material adverse change or prescribed 
occurrence occurs in respect of the other party.  European Nickel may also 
terminate the Merger Implementation Agreement if the Rusina Board withdraws or 
adversely modifies its recommendation of the Scheme, or makes a public statement 
that it no longer supports the Scheme, or in the event that a Rusina takeover 
proposal occurs. 
APPENDIX B              Example of the Value Cap mechanism 
 
 
+-----------------+----------+----------+----------+----------+----------+ 
|                 | Current  |  10-day  |  30-day  |  50% EN  |  75% EN  | 
|                 |          |  VWAP    |  VWAP    |  share   |  share   | 
|                 |          |          |          | premium  | premium  | 
+-----------------+----------+----------+----------+----------+----------+ 
| ENK share price |  7.05p   |  7.45p   |  8.29p   |  11.18p  |  13.04   | 
+-----------------+----------+----------+----------+----------+----------+ 
| Premium on ENK  |    0%    |    6%    |   18%    |   50%    |   75%    | 
| current price   |          |          |          |          |          | 
+-----------------+----------+----------+----------+----------+----------+ 
| Value of offer  |GBP17.1m  |GBP18.1m  |GBP20.1m  |GBP27.1m  |GBP27.1m  | 
+-----------------+----------+----------+----------+----------+----------+ 
|                 |          |          |          |          |          | 
+-----------------+----------+----------+----------+----------+----------+ 
| ENK:RML         |   4:5    |   4:5    |   4:5    |   4:5    |  4:5.83  | 
| exchange ratio  |          |          |          |          |          | 
+-----------------+----------+----------+----------+----------+----------+ 
| Premium to      |  10.9%   |  15.5%   |  27.0%   |  73.3%   |  73.3%   | 
| current RML     |          |          |          |          |          | 
| share price     |          |          |          |          |          | 
+-----------------+----------+----------+----------+----------+----------+ 
|                 |          |          |          |          |          | 
+-----------------+----------+----------+----------+----------+----------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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