Marubeni Transaction
Antofagasta PLC
24 April 2008
Antofagasta plc
Antofagasta brings a partner to Minera Esperanza and Minera El Tesoro
London, 24 April 2008
Antofagasta plc ('Antofagasta') is pleased to announce that it has entered into
an agreement with Marubeni Corporation ('Marubeni') under which Marubeni will
acquire a 30% interest in each of Minera Esperanza and Minera El Tesoro ('the
Marubeni Transaction'). Minera Esperanza and Minera El Tesoro hold, or will hold
at closing, the Esperanza and Telegrafo deposits and the El Tesoro mine and
Tesoro North-East deposits, respectively. Marubeni will pay a combined cash
consideration of US$1.31 billion (plus interest thereon from signing to
completion and subject to other closing adjustments) for its stake in both
entities, and will be responsible (from and after 1 January 2008) for its share
of development costs for the Esperanza project, which are currently estimated at
approximately US$1.9 billion. Antofagasta in turn will fund its retained share
(70%) of the development costs of the Esperanza project (after project
financing), as well as the costs of acquiring through Antomin Limited
('Antomin') certain mining properties required for the development of the
Esperanza project and the extension of the El Tesoro mine (as described below),
in amounts essentially equivalent to the proceeds resulting from the Marubeni
Transaction. Closing of the Marubeni Transaction, which is subject to a number
of conditions including receipt of necessary environmental approvals at
Esperanza and the completion of the transfer of certain mining properties to
Minera Esperanza and Minera El Tesoro, is expected to occur in the third quarter
of 2008.
The Esperanza project and the El Tesoro mine are located in the Sierra Gorda
district in Chile's II Region, which is a key area of focus for Antofagasta.
This district has estimated combined mineral resources (including Esperanza,
Telegrafo, El Tesoro and Tesoro North-East) of approximately 3 billion tonnes,
with the potential for development as a single mining complex for the processing
of both sulphide and oxide ores. The Marubeni Transaction also permits
Antofagasta to introduce further properties in the Sierra Gorda district to the
venture with Marubeni in the future.
To facilitate the Marubeni Transaction, Antofagasta has also entered into an
agreement with Mineralinvest Establishment ('Mineralinvest'), which currently
owns approximately 49% of Antomin. The remaining approximately 51% of Antomin is
owned indirectly by Antofagasta. Pursuant to this agreement, Antofagasta will
acquire Mineralinvest's interest in properties required for the Marubeni
Transaction together with other properties including part of the Antucoya
project (the 'Antomin Transaction'). The properties required for the Marubeni
Transaction comprise mainly the Tesoro North-East deposit and certain Esperanza
mining properties. The Esperanza and Tesoro North-East properties will in turn
be transferred to Minera Esperanza and Minera El Tesoro respectively. The
consideration will be US$240 million (plus interest from signing to completion),
an amount that reflects the portion of value to be paid to Antofagasta by
Marubeni as part of the Marubeni Transaction which can be ascribed to properties
required by the Marubeni Transaction, which are the subject of the Antomin
Transaction. Completion of the Antomin Transaction is conditional on closing of
the Marubeni Transaction. Mineralinvest is an entity ultimately controlled by
the Luksic family, which has a significant indirect interest in Antofagasta. The
Antomin Transaction has, therefore, been approved by a committee of independent
directors of Antofagasta.
Marcelo Awad, CEO of Antofagasta Minerals S.A., commented: 'We are delighted
that Marubeni will be joining us as a partner in the Sierra Gorda district. They
are one of our longstanding partners at Los Pelambres and we look forward to
extending this relationship to Esperanza and El Tesoro.'
Rothschild and Sullivan & Cromwell LLP are advising Antofagasta in relation to
the Marubeni Transaction.
Rothschild and Clifford Chance LLP are advising Antofagasta in relation to the
Antomin Transaction.
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|Enquiries - London |Enquiries - Santiago |
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+------------------------------------+-----------------------------------------+
|Antofagasta plc |Antofagasta Minerals S.A. |
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+------------------------------------+-----------------------------------------+
|Tel: +44 20 7808 0988 |Tel: + 56 2 798 7000 |
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+------------------------------------+-----------------------------------------+
|www.antofagasta.co.uk |Marcelo Awad |
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+------------------------------------+-----------------------------------------+
|Desmond O'Conor |Email: mawad@aminerals.cl |
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|Email: doconor@antofagasta.co.uk |Alejandro Rivera |
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|Hussein Barma |Tel: +56 2 798 7145 |
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|Email: hbarma@antofagasta.co.uk |Email: arivera@aminerals.cl |
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+------------------------------------+-----------------------------------------+
|Press Enquiries - London | |
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|Bankside Consultants | |
| | |
|Tel: +44 20 7367 8873 / +44 7885 356| |
|639 | |
|Tel: +44 207 367 8874 / +44 7811 168| |
|822 | |
|Keith Irons | |
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|Email: keith@bankside.com | |
| | |
|Oliver Winters | |
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|Email: oliver.winters@bankside.com | |
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About Antofagasta plc
Antofagasta plc is listed on the London Stock Exchange and is a constituent of
the FTSE-100 index with interests in mining, transport and water distribution.
Its principal mining assets include the Los Pelambres, El Tesoro and Michilla
mines and the Esperanza and Antucoya projects in Chile and the Reko Diq joint
venture in Pakistan. It also has exploration programmes in Chile (mainly in the
Sierra Gorda district), Latin America and Africa.
Asset-related reserves and resources and financial information
Detailed reserves and resources information for Antofagasta, including
Esperanza, Telegrafo, El Tesoro (including Tesoro North-East) and Antucoya, is
included on pages 144 to 147 of the 2007 Antofagasta Annual Report.
The gross assets relating to the 30% interest in Minera Esperanza and Minera El
Tesoro to be acquired by Marubeni were US$357 million (including approximately
US$160 million of cash) as at 31 December 2007. The profit before tax relating
to the 30% interest in Minera Esperanza and Minera El Tesoro was US$120 million
for the year ended 31 December 2007.
Completion of the transaction will result in Antofagasta recognising a profit on
disposal based on the transaction proceeds of US$1.31 billion (plus interest
from signing to completion and other closing adjustments) less the value of the
net assets disposed of at the date of disposal and related transaction costs. As
a result of the completion of the Marubeni Transaction, Antofagasta's
attributable share of the costs and profits of the Esperanza project and the El
Tesoro mine will reduce from 100% to 70%.
About the Esperanza project and the Telegrafo deposit
As was reported in the 2007 Antofagasta Annual Report, the Esperanza project,
which received board approval in June 2007, remains on schedule with
pre-stripping and early works having begun following receipt of provisional
environmental authorisation in December 2007. First production is expected at
the end of 2010, and in its first ten years of operation, Esperanza is expected
to produce an annual average of approximately 700,000 tonnes of concentrates
containing 195,000 tonnes of payable copper, 229,000 ounces of payable gold and
1,556,000 ounces of payable silver. Esperanza has a 15 year mine life based on
proven and probable ore reserves of 480 million tonnes of 0.57% copper, 0.236 g/
tonne gold and 0.010% molybdenum, based on a cut-off grade of 0.2% equivalent
copper. Capital costs are estimated at US$1.9 billion (based on the previous
estimate of US$1.5 billion plus escalation, but before financing costs or
working capital requirements), which includes approximately US$275 million for
the seawater pipeline system to enable all the project's water needs to be
supplied by seawater. It is expected that an average of 6,000 people up to a
peak of 10,000 will be employed during the construction phase and 1,500 people
will be employed during the operation of the mine.
The Telegrafo deposit is adjacent to Esperanza and could extend the life of the
Esperanza plant and facilities beyond the current mine plan. Preliminary
estimated resources are 404 million tonnes of 0.41% copper, 0.1 g/t of gold and
0.013% of molybdenum at Telegrafo Norte and 898 million tonnes of 0.45% copper,
0.17 g/t of gold and 0.013% of molybdenum at Telegrafo Sur, both based on a 0.3%
cut-off grade for copper.
About El Tesoro and Tesoro North-East
The El Tesoro copper mine in the Sierra Gorda mining district within Chile's II
Region has been operated and managed by Antofagasta since development began in
1999 and copper cathode production commenced in 2001. Cathode production during
2007 was 93,000 tonnes. El Tesoro's proven and probable ore reserves (including
the Tesoro North-East project) are 127 million tonnes of 0.80% copper, based on
a cut-off grade of 0.41%. The El Tesoro mine plan was revised in 2007 to
incorporate Tesoro North-East, a satellite deposit located approximately 1 km
from the existing open pit, with ore reserves of 28.5 million tonnes and an
average copper grade of 1.03%. Its inclusion in El Tesoro's mine plan will help
to mitigate the decline in grades that would otherwise occur from mining
exclusively from the existing open pit and extends the mine life by three years
to 2020. Pre-stripping of Tesoro North-East began in December 2007 and is
expected to be completed during 2009, at a cost (including equipment) of
approximately US$80 million.
About Antomin
Antofagasta currently holds approximately a 51% interest in Antomin, which owns
a number of copper exploration properties in Chile's II and IV Regions. It
acquired its interest in Antomin pursuant to an agreement in 2001 for a nominal
consideration from Mineralinvest, which continues to hold the remaining
approximately 49% of Antomin. Mineralinvest is a company which is controlled by
the Luksic family. The immediate parent of Antofagasta is Metalinvest
Establishment, which is controlled by E. Abaroa Foundation, in which members of
the Luksic family are interested. Mineralinvest is a related party of
Antofagasta for the purposes of the Listing Rules. Due to the size of the
transaction it falls within the modified requirements for smaller related party
transactions set out in Listing Rule 11.1.10.
The Antomin properties being acquired by Antofagasta principally include the
Tesoro North-East properties, a portion of the Esperanza properties and the Buey
Muerto properties, which form part of the Antucoya project. The remaining
properties currently owned by Antomin will be separated into newly created
indirect subsidiaries of Antofagasta, which will continue to be owned
approximately 51% by Antofagasta and approximately 49% by Mineralinvest.
Under the terms of the Antomin Transaction, Antofagasta Minerals S.A., a wholly
owned subsidiary of Antofagasta, will, following separation of the assets (and
subject to completion of the Marubeni Transaction), acquire Mineralinvest's
Antomin shares for a cash payment of US$240 million, plus interest thereon from
signing to completion. Additionally, with respect to the newly created indirect
subsidiaries into which the remaining properties will be transferred,
Antofagasta will have the exclusive right to acquire at fair value under certain
conditions, the shareholding of Mineralinvest in those entities, or the
underlying properties, for a period of five years from completion of the
separation of the assets.
About Marubeni Corporation
The Marubeni Corporation is one of Japan's largest general trading companies.
Marubeni has 11 business divisions: Food; Lifestyle; Forest Products; Chemicals;
Energy; Metals & Mineral Resources; Transportation Machinery; Power Projects &
Infrastructure; Plant, Ship & Industrial Machinery; Real Estate Development; and
Financial Technology, Logistics Technology, Information Technology & Innovative
Business. Marubeni is an existing partner of Antofagasta at Minera Los Pelambres
in which it has an interest of 8.75%.
This information is provided by RNS
The company news service from the London Stock Exchange