The press release states, “European Goldfields is pleased to announce that it has agreed heads of terms (“Heads of Terms”) with Qatar Holding LLC (“Qatar Holding”) for the provision of a US$600 million 7 year Senior Secured Loan Facility with Equity Participation (the “Facility”).
Pursuant to the Heads of Terms, the Facility will be structured as a US$600 million 7 year loan at an interest margin of 7% above 6-month Libor per annum and will be repayable in 8 equal instalments commencing in 2015 (the “Facility Agreement”). The loan will be secured over the Company’s Greek assets, including a pledge of the shares of all intermediate holding companies, and will contain certain informational and financial covenants. The Equity Participation feature of the Facility will encompass the issuance to Qatar Holding of warrants (the “Warrants”) for the purchase of 40,444,913 shares in the Company at a strike price of C$9.08 per share (equivalent to the 5 day VWAP on the TSX).
The Facility will be used primarily for the development of the Company’s Skouries and Olympias gold projects in Greece, for which the Environmental Permit was recently granted, as well as general corporate purposes.
The Company also proposes to offer unsecured loan notes with warrants for US$150 million (the “Loan Notes”) to be made available to existing shareholders on the same economic terms as the Facility. These Loan Notes will be listed on an international exchange and will include the normal terms and conditions for such an instrument. The aggregate proceeds of US$750 million from the Facility and the Loan Notes are expected to fully finance the Company’s entire project portfolio.
The Company has also been advised that in two separate transactions, Qatar Holding has acquired from Aktor Construction International Limited (“Aktor”) and Mr. Dimitrios Koutras collectively, an aggregate 18,202,687 shares at C$10 per share (representing 9.9% of the undiluted share capital of the Company) and has entered into a call option agreement allowing it to acquire a further 9,373,390 shares in the Company at a price of C$13 per share. As a result and prior to the exercise of the call option, Aktor now holds 22,447,246 shares (representing 12.2% of the undiluted share capital of the Company) and Mr. Koutras holds 5,521,387 shares (representing 3.0% of the undiluted share capital of the Company).
The Facility and related issuance of warrants are subject to exclusivity, definitive documentation and shareholder and regulatory approval.
Martyn Konig, Executive Chairman and President commented, “This Facility from Qatar Holding represents not only a significant commitment to the Company, but also to Greece. In these very uncertain times, these financings will provide all of the development capital required to bring the group’s entire project portfolio into production and allow us to accelerate the development of all our projects. As such, this marks another very significant milestone on our path towards becoming the largest gold producer in Europe. Furthermore, we are delighted to welcome Qatar Holding as a significant shareholder and key strategic partner, particularly as this is their first investment into the gold sector.
These transactions deliver a definitive solution to a number of key issues overhanging the Company: we have secured debt financing which, in terms of both size and coupon, is otherwise unavailable in today’s challenging market conditions, thereby delivering a complete financing solution for our projects; the presence of Qatar Holding as a strategic partner further demonstrates great confidence in Greece as well as securing a liquidity event for our Greek partners Ellaktor, without direct market impact.”
Commenting on the transaction, Mr. Ahmad Mohamed Al-Sayed, Managing Director and Chief Executive Officer of Qatar Holding, said: “”This transaction reflects an outcome of the Memorandum of Understanding between the State of Qatar and the Hellenic Republic of Greece, signed in New York during 2010. Our latest investment helps to further diversify our investment portfolio in the commodities sector, with a specific position in gold resources and another long-term partner secured for the future. We see the transaction as one that will create a lot of value for all shareholders, and represents our positive view on Greece in general.””
Read more: Press Release
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