Acquisition Clarification
June 06 2007 - 2:28AM
UK Regulatory
RNS Number:8510X
European Goldfields Ltd
06 June 2007
Immediate Release 6 June 2007
Acquisition of an Additional 30% Interest in Hellas Gold
Purchase Price Reflects 15% Discounted on Value of Hellas Gold
6 June 2007 - European Goldfields Limited (TSX / AIM: EGU) (the "Company" or
"European Goldfields") wishes to clarify its announcement of June 1, 2007
regarding the proposed acquisition of an additional 30% interest in Hellas Gold
S.A. ("Hellas Gold"), increasing the Company's total interest to 95%.
The purchase price for the acquisition was agreed at US$178 million. This
purchase price incorporates a 15% discount to the "see-through" value of Hellas
Gold, which includes the value of Hellas Gold's operating and development assets
and its cash balance of US$78 million. The "see through" value of Hellas Gold
and the purchase price for the additional 30% interest in Hellas Gold were
calculated as follows:
See through value of Hellas Gold US$m
European Goldfields market capitalization as at May 31, 20071 553
Less:
Value attributed to European Goldfields' Romanian assets (15% of
market (83)
cap)
Cash held by European Goldfields as at April 30, 2007 (17)
---------------------------------------- ---------
See through value of European Goldfields' 65% interest in Hellas Gold 453
See through value of 100% interest in Hellas Gold 698
Purchase price
See through value of 30% interest in Hellas Gold acquired 209
Less: 15% discount (31)
---------------------------------------- ---------
Purchase price 178
1 Based upon the five-day volume-weighted average trading price of the Company's
Common Shares on the TSX (C$5.14), 115.1 million issued shares and a US$:C$
exchange rate of US$1.00 = C$1.07.
It is expected that approximately 94% of the $178 million purchase price will be
paid to Aktor S.A. in common shares of the Company, the balance to be paid in
cash. Of this cash portion, 50% will be re-invested by Aktor into Hellas Gold,
as funding towards maintaining its residual 5% shareholding interest in Hellas
Gold.
The $31 million discount on the value of Hellas Gold represents an immediate
accretion of approximately C$0.22 per common share of the Company, after taking
into account the 35.25 million new common shares expected to be issued as
consideration for the acquisition.
To demonstrate and confirm its long-term commitment to the Company, Aktor has
agreed not to sell the shares it receives as consideration until the earlier of
the fourth anniversary of the closing of the acquisition and the date on which
the Company's Skouries gold-copper porphyry mining project commences production.
A preliminary prospectus relating to a concurrent offering of common shares of
the Company has been filed with the securities commissions or similar
authorities in certain provinces of Canada. The preliminary prospectus contains
pro forma financial statements of the Company that give effect to the proposed
acquisition. The assumptions used in estimating the number of common shares of
the Company to be issued as consideration for the acquisition are set out in the
notes to such pro forma financial statements.
For further information please contact:
European Goldfields: e-mail: info@egoldfields.com
David Reading, Chief Executive Officer Office: +44 (0)20 7408 9534
RBC Capital Markets Office: +44 (0)20 7653 4093
Patrick Meier / Peter Barrett-Lennard
Evolution Securities Office: +44 (0)20 7071 4300
Simon Edwards / Neil Elliot
Buchanan Communications: e-mail: bobbym@buchanan.uk.com
Bobby Morse / Ben Willey Office: +44 (0)20 7466 5000
Renmark Financial Communication: e-mail: nmurraylyon@renmarkfinancial.com
Neil G. Murray-Lyon Office: +1 514 939 3989
This information is provided by RNS
The company news service from the London Stock Exchange
END
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