MSC 0.00% 6.4¢ minerals corporation limited

...need help .........

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    .................... i hold ordianary shares please explain...................gosh.....

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    The Directors of MSC announce their intention to carry out an equal
    access share buy-back plan. Under the terms of the proposed plan, the
    Company will offer to buy-back up to 100% of the ordinary shares in
    the Company held by each shareholder (subject to a maximum buy-back
    of 75 million shares) for a consideration to be satisfied by an issue
    by the Company of a new $1.00 Debenture for every 5 shares bought
    back.

    The directors of the Company appreciate that in recent times, the
    share price of MSC has struggled to reflect the value attributable to
    the Company's business, and has traded at a significant discount to
    the asset backing per share for some time. In consequence the
    Converting Note market price has also traded at significant discount
    as the minimum conversion price of each Converting Note is 25 cents
    per share. The directors of the Company believe that it is in the
    best interests of shareholders for the buy-back offer to be made and
    that it is appropriate to allow shareholders an opportunity to
    realise their investment in the Company in an otherwise relatively
    illiquid market for the Company's shares, at a price better than that
    likely to be received in the absence of the proposed buy-back and at
    a premium to the share price as at the date of announcement of the
    buy-back. Any acceptance of buy-back will increase the company's
    asset backing per share and the proposed buy-back has the potential
    to improve shareholder distribution and create increased liquidity in
    MSC shares.

    The buy-back offer will be open to all MSC shareholders on an equal
    basis and participation by shareholders is entirely voluntary. It is
    also a cost effective way for shareholders to dispose of their
    interests as there are no brokerage costs associated with the
    buy-back.

    The Company also intends to offer to buy-back up to all the
    Converting Notes on issue by the issue of one new $1.00 Debenture in
    exchange for each $1.00 Converting Note (maximum $12.6 million).

    In addition to the above mentioned buy-backs the Company intends to
    raise a minimum of $5.0 million cash by the issue of new $1.00
    Debenture for purposes of development of the Skardon River Kaolin
    business.

    These buy-backs and proposed debt issue will have the effect of
    increasing the Company's currently low level of debt to more
    appropriate levels given the significant reduction in project risk
    levels achieved in the last two years.

    The proposed Debenture issue will be structured as an overall minimum
    issue of $10 million, of which $5 million must be cash and the
    minimum and maximum available to each class of security is proposed
    as follows. In the event of oversubscriptions preferences will be
    given as indicated in the order shown (ie 1-3).

    CLASS OF SECURITY OVERSUBSCRIPTIONS MINIMUM MAXIMUM
    PREFERENCES ISSUE ISSUE
    BY CLASS

    1 Cash Issue $30.0 mill $5.0 mill $30.0 mill

    2 Converting Notes )
    (Buy-back) ) Pro rata basis Nil $12.6 mill
    )
    3 Shares (Buy-back) ) Nil $15.0 mill

    Total maximum new Debenture Issue (all classes) $30.0 mill

    The proposed share buy-back, Converting Note buy-back and proposed
    debenture issue will be subject to shareholder approval to be sought
    at the forthcoming general meeting for a total issue of up to $30
    million of new $1.00 Debentures. The terms and conditions of the
    debenture issue are being finalized and a prospectus for the new
    issue is being prepared. Generally, an attractive interest rate of
    10.5% perannum will be paid quarterly on the debentures, with the
    principal investment repaid four years from date of issue. The
    debentures will be secured over specific assets of the MSC Group.
    Further information will be provided in the Notice of Meeting that
    will shortly be made available.

    We attach an Appendix 3C with respect to the above buy-back of
    shares.


    C V Alexander
    CHAIRMAN

    APPENDIX 3C
    ANNOUNCEMENT OF BUY-BACK
    (EXCEPT MINIMUM HOLDING BUY-BACK)

    Name of Entity
    Minerals Corporation Limited

    ACN or ARBN
    51 002 529 160

    We (the entity) give ASX the following information.


    INFORMATION ABOUT BUY-BACK

    1. Type of buy-back Equal Access

    2. Class of shares which is Ordinary
    subject of the buy back
    (eg, ordinary/preference)

    3. Voting rights One for One
    (eg, one for one)

    4. Fully paid/partly paid (and Fully paid
    if partly paid, details of
    how much has been paid and
    how much is outstanding)

    5. Number of shares in the 246,190,755
    class on issue


    6. Whether shareholder approval Yes
    is required for buy-back

    7. Reason for buy-back Refer to attached announcement

    8. Any other information Buy-back to be satisfied by the
    material to a shareholder's issue by the Company of a new $1.00
    decision whether to accept Debenture for every five ordinary
    the offer (eg, details of shares bought back
    any proposed take-over offer
    or announcement)

    ON-MARKET BUY-BACK

    Items 9 to 13 are Not Applicable


    EMPLOYEE SHARE SCHEME BUY-BACK

    Items 14 to 15 are Not Applicable


    SELECTIVE BUY-BACK

    Items 16 to 18 are Not Applicable


    EQUAL ACCESS SCHEME



    19.Percentage of shares 100%
    proposed to be bought
    back

    20.Total number of shares 75,000,000
    proposed to be bought
    back if all offers are
    accepted

    21.Price to be offered for 20 cents per share satisfied by 1
    shares new $1 Debenture for every 5 shares
    bought back

    22.Record date for To be advised as the proposed buy-
    participation in offer back is subject to shareholder
    approval


    COMPLIANCE STATEMENT

    1. The company is in compliance with all Corporations Law requirements
    relevant to this buy-back.

    2. There is no information that the listing rules require to be
    disclosed that has not already been disclosed, or is not contained
    in, or attached to, this form.

    C V Alexander
    DIRECTOR
    30/04/2003
 
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