DUBAL to Acquire 25% of Global Alumina's Shares
TORONTO, Aug. 11 /PRNewswire-FirstCall/ - Global Alumina Corporation
(Global Alumina) (TSX: GLA.U) announced today that it has entered into a
subscription agreement with Dubai Aluminium Company Limited ("Dubal"), owner
and operator of the largest single site aluminium smelter in the western
world, whereby Dubal will, subject to regulatory and shareholder approvals,
purchase common shares of Global Alumina for an aggregate purchase price of
approximately US$200 million. As a strategic equity investor, Dubal will bring
its knowledge and experience as a global leader in the aluminium industry in
support of the development, financing and construction of Global Alumina's 2.8
million tonne per annum alumina refinery in Boke, Guinea, scheduled to be
completed by 2009 ("the Project").
Bruce Wrobel, Chairman and Chief Executive Officer of Global Alumina
stated, "It is quite fitting that Dubai Aluminium becomes Global Alumina's
first strategic equity partner. Dubal, armed with an intelligent business
plan, competitive energy resources and a talented management team, went from a
concept to completion of one of the largest and lowest-cost aluminium smelters
in the world in a relatively short period of time. We look forward to tapping
into that wealth of experience as Global Alumina, similarly armed with an
intelligent business plan, competitive bauxite resources and a talented
management team transforms our own concept into one of the largest and lowest-
cost green-field alumina refineries in the world. Dubal's financial
commitment, as well as Dubal's intent to purchase a substantial percentage of
our alumina production for a minimum period of 20 years, moves Global Alumina
one major step closer to meeting our financial and commercial objectives for
this year."
The principal terms of the subscription agreement are:
- Dubal will initially subscribe for 10 million shares at a
subscription price of US$2.00 per share for an aggregate subscription
price of US$20 million.
- Dubal also will subscribe for additional shares for an aggregate
subscription price of approximately US$180 million. Following the
additional subscription, Dubal will hold 25% of Global Alumina's
shares on a fully-diluted basis. The additional subscription is
conditional on:
(a) Global Alumina raising by way of issuance of equity securities
(including convertible debt) a cumulative amount of equity
necessary to satisfy the requirement of the Project lenders
for equity capital. The aggregate amount is yet to be
determined but is currently estimated to be US$700 million
(inclusive of Dubal's US$200 million investment and the
US$138 million of equity capital raised by Global Alumina to
date), with the remaining amount estimated to be equal to
US$362 million. If the amount of equity capital required by
the Project lenders exceeds (or is less than) US$700 million,
the amount of Dubal's additional payment will be increased (or
decreased) by 25% of the increment. In consideration for these
payments and at no additional cost, Dubal will also be
entitled to receive a number of shares equal to one third of
the number of shares issued from time to time pursuant to the
conversion of certain convertible securities up to a maximum
aggregate principal amount of US$150 million; and
(b) Global Alumina obtaining conditional commitments, memoranda of
understanding or other evidence of agreements in principle
from Project lenders of their intent to provide the necessary
debt financing; and
(c) Global Alumina amending its articles to explicitly limit its
corporate objectives to the development, operation and
expansion of alumina refineries in Guinea and ancillary
activities; and
(d) Dubal and Guinea Alumina Corporation S.A., Global Alumina's
wholly owned indirect subsidiary, entering into an agreement
for the purchase by Dubal of alumina produced by the Guinean
subsidiary's refinery.
- The subscription agreement gives Dubal the right to nominate up to
25% of the directors of Global Alumina.
- Prior to the closing of the additional subscription, Global Alumina
will not, without Dubal's consent, issue any securities other than
equity securities (including up to US$150 million convertible debt);
repurchase any of its outstanding shares; issue more than 25% of its
outstanding shares on a fully diluted basis to any person; or issue
equity securities at a price equal to or less than US$2.00 per share,
provided that such share price limitation shall not apply to any
issuance of common shares made pursuant to a public offering of
common shares.
- After the closing of the additional subscription, and for so long as
Dubal owns not less than 10% of the outstanding shares, Dubal will be
entitled to subscribe for up to 25% of any future issuances of
securities at the same price at which such securities are offered for
sale to others.
- After the closing of the additional subscription, if Global Alumina
issues any securities for the purpose of expanding the alumina
refinery, Dubal shall have the right to purchase any increased
production of alumina related thereto in the same proportion as it
elects to subscribe for and purchase such additional securities.
The closing of the transaction referred to above is subject to certain
conditions, including regulatory and shareholder approval. The Toronto Stock
Exchange (the "TSX") will allow Global Alumina to obtain shareholder approval
of the transaction by providing the TSX with written evidence that holders of
more than 50% of the voting securities of Global Alumina are familiar with the
proposed transaction and are in favor of its completion. Copies of the
materials soliciting shareholders approval will be made available under Global
Alumina's profile at http://www.sedar.com, at such time as the materials are mailed
to those shareholders.
ABOUT GLOBAL ALUMINA
Global Alumina Corporation (Global Alumina) is a company that intends to
use the vast bauxite resources of Guinea to produce alumina for sale to the
global aluminium industry. Global Alumina is positioned to be one of the
largest companies focused solely on alumina production and sales, and offers
an opportunity for socially responsible investing in a country that holds over
one-third of the world's bauxite resources. Global Alumina is headquartered in
Saint John, New Brunswick with operations in Boke, Guinea and has
administrative offices in New York, London, Montreal and Conakry, Guinea. For
further information visit our website at http://www.globalalumina.com.
ABOUT DUBAI ALUMINIUM COMPANY LIMITED
Dubal is the industrial flagship of Dubai, United Arab Emirates, and the
largest single site aluminium smelter in the western world. Dubal, which is
100% owned by the Dubai government, produces and exports high quality, value
added primary aluminium products to more than 40 countries world-wide. For
further information, visit http://www.dubal.co.ae.
This press release includes certain "forward-looking statements". All
statements, other than statements of historical fact, included herein,
including without limitation statements regarding future plans, goals and
objectives of Global Alumina, are forward-looking statements that involve a
number of risks and uncertainties. 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.
Accordingly, readers are cautioned to not place undue reliance upon the
forward-looking statements included herein.
SOURCE Global Alumina Corporation
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CONTACT: Michael Cella, Global Alumina, P: (212) 223-9419, cella@globalalumina.com; Khalid Buhumaid, General Manager, P: (04) 802-2020, buhumaid@dubal.ae; Joshua Orzech, GCI Group, P: (416) 486-5923, jorzech@gcigroup.com
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