공시 • Feb 02
Sandfire Resources Limited (ASX:SFR) acquired Minas de Aguas Teñidas, S.A.U. (MATSA) from Mubadala Investment Company PJSC and Trafigura Pte Ltd.
Sandfire Resources Limited (ASX:SFR) entered into a binding sale and purchase agreement to acquire Minas de Aguas Teñidas, S.A.U. (MATSA) from Mubadala Investment Company PJSC and Trafigura Pte Ltd for $1.9 billion on September 23, 2021. The agreed transaction delivers Sandfire the MATSA mining complex in Spain, which comprises the Aguas Teñidas, Magdalena and Sotiel underground mines, and a 4.7Mtpa central processing facility at Aguas Teñidas. Consideration will be paid in cash. Sandfire has agreed to pay $300 million deposit of which $100 million is paid on signing of the agreement and $200 million to be paid 10 business days thereafter. Sandfire to fund the transaction from $905 million fully underwritten equity raising consisting of; AUD 120 million ($87 million) of the Placement to AustralianSuper, AUD 165 million ($120 million) of institutional placement and AUD 963 million ($698 million) 1 for 1 accelerated non-renounceable entitlement offer; $650 million syndicated and underwritten debt facility secured against MATSA; $145 million corporate debt facility secured against DeGrussa and $215 million funded through existing cash reserves. AustralianSuper to further sub-underwrite up to AUD 150 million ($108.75 million) of the Retail Entitlement Offer. Entitlement Offer consists of AUD 626 million ($454 million) of Institutional Entitlement Offer and AUD 337 million ($244 million) of Retail Entitlement Offer. Sandfire has entered into a binding credit-approved underwritten commitment letter and term sheet with Citi, Macquarie Bank, Natixis and Société Générale to provide the $650 million syndicated and underwritten debt facility. Natixis and Société Générale are existing lenders to MATSA and drawdown is expected to occur on completion of the transaction. The syndicated debt facility fully amortises over its scheduled term (5 years from drawdown) and contains customary provisions including a cash sweep. The facility is expected to be fully repaid within 4 years of drawdown due to forecast strong cashflows from MATSA. Sandfire has also entered into a binding credit-approved commitment letter and term sheet with ANZ to provide a $145 million corporate debt facility. This is a short-term facility for ~12 months, supported by DeGrussa cash flows over its remaining mine life, with recourse to Sandfire. The syndicated and ANZ debt facilities include a number of conditions precedent to drawdown which are customary for facilities of this nature, including completion of full form documentation. As a part of equity raising, Sandfire to issue approximately 231 million new fully paid ordinary shares at an issue price of AUD 5.4 ($3.915) per share. Consideration implies an acquisition multiple of 4.8x MATSA’s FY21A EBITDA of $387 million. Sandfire intends to retain MATSA’s highly experienced in-country management team.
The transaction is subject to key conditions precedent including Spanish Foreign Direct Investment, which is expected to take 3-6 months and Anti-trust Merger approval. The transaction will proceed toward completion on or around January 31, 2022. The acquisition of MATSA is expected to be accretive to Sandfire’s earnings and cash flow per share in its first full year of ownership (FY23), transforming Sandfire’s growth trajectory and providing a cornerstone asset with an anticipated mine life of over 10 years. As of October 27, 2021, The second and the final deposit of $200 million has been paid into escrow account. Sandfire’s application for Foreign Investment Authority approval in relation to Foreign Direct Investment has been submitted to the Government of Spain. Competition Authority approval submission is expected to be formally lodged early November 2021. As of December 30, 2021, Foreign Investment Authority and Competition Authority in Spain have approved the acquisition.
Citigroup Global Markets Australia Pty Ltd and Macquarie Capital (Australia) Limited are acting as Joint Lead Managers and Underwriters to the Placement and Entitlement Offer. Natixis Wealth Management acted as financial advisor to the board of Sandfire. Macquarie Group Limited (ASX:MQG) acted as financial advisor and Nicholls, Luke; Simpson, Geoff of Allen & Overy LLP acted as legal advisor to Sandfire. BurnVoir Corporate Finance as debt advisor and Sarah Turner including Michael Fitzpatrick, Maree Casey, Chamali Samarasinghe, Anneka Thomson and Claudia Russo of Gilbert + Tobin acted as legal advisors to Sandfire in respect of the Equity Raising. Gaelan Cooney (Projects, Perth), Adrian Lawrence (Projects, London) and José Christian Bertram (Global Loans, Madrid) with a team included Matthew Wood, counsel Marina Tinning and Borja Vázquez, Ffion Archer and Juan Aznar, Ignacio Piñeiro, and solicitor Olufemi Omosuyi of Ashurst LLP acted as legal advisors to advise Sandfire on the debt financing of the transformational acquisition. Ernst & Young Global Limited acted as financial due diligence provider to Mubadala Investment Company PJSC and Trafigura Pte Ltd. UBS and BMO Capital Markets acted as financial advisors to Trafigura and Mubadala Investment Company. Daniel Boyle, Javier Amantegui, Samir Azzouzi and José Luis Zamarro of Clifford Chance LLP (UAE) acted as a legal advisor to Mubadala Investment Company PJSC.
Sandfire Resources Limited (ASX:SFR) completed the acquisition of Minas de Aguas Teñidas, S.A.U. (MATSA) from Mubadala Investment Company PJSC and Trafigura Pte Ltd on February 1, 2022.
