TORONTO, July 23,
2024 /CNW/ - Jiangxi Copper Company Limited
("JCC") announces that today, JCC and First Quantum
Minerals Limited ("First Quantum"), a company listed on the
Toronto Stock Exchange, entered into a shareholder rights agreement
(the "Shareholder Rights Agreement").
The Shareholder Rights Agreement is expected to support the
reasonable sharing of best practices between the parties across the
copper value chain, including in smelting and refining, in which
JCC is a world leader. The four key provisions of the Shareholder
Rights Agreement are:
- Nomination rights: JCC will have the right to nominate one
person for consideration by the Nominating and Governance Committee
of the board of First Quantum, which will make a recommendation to
the board regarding the appointment or election of such nominee as
a member of the board;
- Standstill: JCC has agreed to customary standstill restrictions
which, subject to certain exceptions, prohibit JCC from taking
certain actions, including, without the consent of First Quantum,
acquiring common shares of First Quantum (the "Common
Shares") during the term of the Shareholder Rights Agreement
and for a period of six months following the termination of the
Shareholder Rights Agreement;
- Restrictions on dispositions: JCC has agreed to certain
restrictions on the disposition of its Common Shares which include,
subject to certain exceptions, (i) the right of First Quantum to
designate one or more purchasers of such shares in the event that
JCC proposes to sell a block of 5% or more of the outstanding
Common Shares, and (ii) not selling such shares to any person that
owns, or would own, following completion of such sale, more than
9.9% of the issued and outstanding Common Shares (allowing for
certain ordinary secondary market transactions executed through the
Toronto Stock Exchange or other stock exchanges on which the Common
Shares are listed); and
- Shareholder support: JCC has agreed that it will not withhold
its vote in respect of the director nominees proposed by management
of First Quantum or the appointment or re-appointment of auditors,
nor will it vote against other matters recommended by First
Quantum's board of directors (other than matters relating to an
acquisition of all the Common Shares by a third party, a sale of a
controlling interest in any material asset of First Quantum or an
issuance of Common Shares that would result in a person owning more
than 10% of the issued and outstanding Common Shares).
The Shareholder Rights Agreement will terminate upon the earlier
of July 23, 2027 and the date on
which JCC's ownership percentage of Common Shares falls below 10%.
JCC and First Quantum may terminate the Shareholder Rights
Agreement at any time by mutual written agreement.
This news release is being issued in accordance with National
Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues. The early warning
report in respect of this transaction will be filed on SEDAR+
(www.sedarplus.ca) under First Quantum's profile. To obtain a copy
of the early warning report filed by the Corporation, please
contact Gong Kun at +86 17701300091 or refer to SEDAR+
(www.sedarplus.ca).
JCC's registered office is at No. 7666, Changdong Avenue,
Nanchang, Jiangxi Province, People's Republic of China 330096. JCC is principally
engaged in the business of mining, smelting and processing of
copper.
FQM's head office is located at 330 Bay St., Suite 1101,
Toronto, Ontario, M5H 2S8.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in the press release are forward-looking
statements and are prospective in nature, including statements with
respect to the key provisions of the Shareholder Rights Agreement.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Such
forward-looking statements should therefore be construed in light
of such factors, and JCC is not under any obligation, and expressly
disclaims any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
SOURCE Jiangxi Copper Company Limited