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Rusina Mining Shareholders Approve European Nickel Merger
Jun 4,2010 10:21CST
industry news

lONDON, Jun. 4The merger between European Nickel (LON:ENK) and Rusina Mining (LON:RMLA, ASX: RML) took another step forward today, as Rusina shareholders approved the scheme of arrangement by an overwhelming majority – with 99.56% voting in favour of the deal.

Under the terms of the merger, Rusina shareholders will receive 1 European Nickel new share - after a 1:4 consolidation - for every 5 Rusina shares.

The company will now apply to the Federal Court of Australia to approve the deal, subject to approval, the company will subsequently lodge the Court orders with Australian Securities and Investments Commission, and the merger will become effective from that date. 

European Nickel said it will announce its timetable for listing on the Australian Securities Exchange (ASX) shortly.

Back February, the companies signed a merger deal to form a 'ew and significant nickel development company'. European Nickel proposes to acquire the entire issued share capital of Rusina through an equity-based transaction which, in February, valued Rusina at approximately £18.1 million and is capped at £27.1 million.

The companies consider the merger to be a logical outcome of their joint venture for the Acoje nickel project in the Philippines, consolidating the ownership structure of the project ahead of critical development and financing decisions. Under the current joint venture agreement, European Nickel is providing its heap leach technology and contributing US$10 million towards a definitive feasibility study, to earn a 40% interest in the Acoje project.

Upon completion, the current Rusina shareholders will own approximately 27.3% of the merged company.

In addition to the jointly developed Acoje nickel project in the Philippines, the enlarged company will also be progressing European Nickel's Çaldağ nickel property in Turkey. The combined group will have a total attributable resource base of 1.35 million tonnes of contained nickel, with forecast production of 45,000 tonnes per annum from its two projects, Çaldağ and Acoje.

Last week, in relation to Çaldağ, European Nickel appointed Société Générale and UniCredit Bank AG to arrange a US$300 million term loan facility and US$25 million over-run facility for the project’s development.

The company appointed Société Générale and UniCredit as the Initial Mandated Lead Arrangers (IMLAs), and the institutions have signed a joint mandate letter and provided an indicative term sheet for the financing.

The IMLAs intend to commit US$50 million each, and In due course, it is anticipated that a number of other financial institutions will join the IMLAs and form a club of banks to complete the financing. European Nickel noted that Société Générale was part of the original group of banks who arranged the debt financing of Çaldağ in 2006/2007.

Previously, the company was trying to forge a deal with a consortium of Chinese backers, and earlier this month, European Nickel announced this new financing direction as it sought a deal with a consortium of western banks.

"Along with our advisers, Endeavour Financial Corporation, we will continue to fast track the securing of the project financing during the second half of 2010", European Nickel MD Simon Purkiss commented.

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