TORONTO /CNW/ – Emirates International Investment Company LLC (“EIIC”) has announced that it has acquired by way of a private placement from treasury 25 million common shares of Global Alumina Corporation (TSX: GLA.U) (“Global Alumina”) at a price of US$2.00 per share for an aggregate purchase price of US$50 million. As announced on September 30, 2005, EIIC’s US$100 subscription with Global Alumina has been divided into two tranches. With the closing of this first tranche EIIC now holds common shares representing approximately 16% of the issued and outstanding shares of Global Alumina.
The principal terms of the subscription agreement are:
- In the first tranche EIIC will subscribe for 25 million common shares at a price of US$2.00 per share for an aggregate price of US$50 million.
- In the second tranche EIIC will subscribe for a debenture in a principal amount of US$50 million and a term of five years. The debenture will bear interest at the rate of 10% per annum payable on June 30 and December 31 of each year.
- The debenture will be convertible for common shares exclusively during the 12 month period following receipt by Global Alumina of aggregate gross proceeds equal to US$700 million as a consequence of the issuance by Global Alumina of equity securities (the “Project Equity Raise”). The Project Equity Raise includes the US$138 million of equity capital previously raised by Global Alumina, the US$200 million investment by Dubal previously announced by Global Alumina and the EIIC subscription.
- The Debenture is convertible for common shares, in whole but not in part, at a conversion price of US$2.50 per Share (subject to adjustment for dilution) for a total of 20 million common shares.
- The subscription agreement gives EIIC a right to nominate a director of Global Alumina at the next general meeting of Global Alumina’s shareholders for so long as it holds not less than 10% of the outstanding shares of Global Alumina (on a fully diluted basis).
EIIC anticipates that the second tranche will be completed by the end of the year. Based on the current issued and outstanding shares of Global Alumina, if the debenture were to be converted, EIIC would hold an aggregate of 45 million common shares resulting in EIIC holding approximately 26% of the shares of Global Alumina. 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 EIIC, 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.