International Mining to hold meeting over 8% convertible amendments

By Wendy Van Sickle

Columbus, Ohio, Nov. 19 – International Mining & Infrastructure Corp. plc will hold a meeting for holders to consider an extraordinary resolution to amend its 8% convertible loan notes due Dec. 19, according to a notice distributed by the London Stock Exchange.

The meeting is at the request of the noteholders and will be held at 5:30 a.m. ET on Dec. 14 in Leicester, England.

The amendments proposed in the extraordinary resolution include

• Extending the notes’ maturity five years to Dec. 21, 2020;

• Adding more conversion rights for the noteholders, under which any noteholder will be able to convert some or all of their notes at the end of each six-month period during the life of the notes into ordinary shares in the company at a price equal to the volume weighted average price;

• Requiring that 90 days’ irrevocable notice be given for conversion;

• Allowing that in respect of any loan notes for which a conversion notice has been given, the company has the right to exercise a cash call option during the 90-day notice period for all or some of the notes to be converted. If only some of the notes are subject to a cash call, the cash call shall be effected on a pro rata basis. The cash call option will allow International Mining to call the relevant notes at a 10% premium to the principal and accrued interest due at the conversion date;

• Adding that, for any notes called by the company in this manner, holders shall also receive warrants to subscribe for ordinary shares in International Mining over 10% of the number of shares into which the notes would have converted. These warrants shall have a two-year maturity from the conversion date and a strike price equal to 110% of the conversion price that would have applied had the notes not been called; and

• Requiring that International Mining obtain and maintain a listing of the shares during the extended maturity period.

The company agreed to cancel the conversion notice served on Nov. 6 if the extraordinary resolution is approved by 75% of the votes cast at the meeting.

International Mining is a London-based company focused on unlocking the value of iron ore in Africa through infrastructure development and investments in junior miners.

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