Negocios y Representaciones S.A.S. Announces Launch of Competing Offer to Purchase of Shares of Mineros S.A.
A more detailed description of the OPAC, which includes where and how Mineros shareholders can obtain a copy of documents relating to the OPAC (the "Competing Offer Booklet") and instructions outlining how Mineros shareholders who hold their Common Shares in
Immediately prior to the OPAC, Negocios y Representaciones, together with its joint actor, had beneficial ownership over 37,685,950 Common Shares, representing 12.57% of the issued and outstanding Common Shares. Under the Competing Offer, Negocios y Representaciones is seeking to acquire ownership of at least one Common Share and up to a maximum of 26,976,366 Common Shares, representing approximately 9% of the issued and outstanding Common Shares, pursuant to the OPAC, unless the OPAC is amended in accordance with the terms described in the Competing Offer Booklet. If the full 26,976,366 Common Shares are tendered to the Competing Offer, upon completion of the OPAC, Negocios y Representaciones, together with its joint actor, would own a maximum of 64,662,316 Common Shares, representing 21.57% of the issued and outstanding Common Shares. The total aggregate consideration paid by Negocios y Representaciones for Common Shares pursuant to the OPAC will depend on the number of Common Shares tendered to the Competing Offer, but based on the Competing Offer price is expected to be between
Negocios y Representaciones is seeking to acquire additional Common Shares for investment purposes. Negocios y Representaciones intends to evaluate its investment in Mineros on an ongoing basis and may increase or decrease its holdings of Common Shares or otherwise engage with the Company in the future, subject to market conditions and other relevant factors.
This news release is issued pursuant to the requirements of National Instrument 62-103 – The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues. A copy of the report to be filed by Negocios y Representaciones in connection with the foregoing matters will be available under the SEDAR+ profile of Mineros at www.sedarplus.ca or may be obtained by contacting
The head office address of Mineros is Carrera 43A No. 14-109, Piso 6, Edificio Nova Tempo, Medellín, Antioquia, Colombia.
Negocios y Representaciones is a corporation existing under the laws of the Republic of Colombia. The head office address of Negocios y Representaciones is Carrera 81 A # 26 24 Oficina 201, Medellín, Antioquia, Colombia.
Phillipi Prietocarrizosa Ferrero DU & Uría and
Appendix A
Please see attached.
NOTICE OF COMPETING PUBLIC TENDER OFFER FOR COMMON SHARES OF MINEROS S.A.
MADE BY NEGOCIOS Y REPRESENTACIONES S.A.S.
BY MEANS OF A COMPETING TENDER OFFER ON THE SECONDARY SECURITIES MARKET.
NEGOCIOS Y REPRESENTACIONES S.A.S., a simplified joint stock company incorporated under the laws of the
On
This Competing Offer is made in accordance with Articles 6.15.2.1.1 and following of Decree 2555 and, in particular, with Article 6.15.2.1.14 (Competing Offers).
This Competing Tender Offer complies with all the requirements set forth in Article 6.15.2.1.14 as follows: (i) the Offeror and the Previous Offeror do not constitute the same ultimate beneficiary owner; (ii) first notice of the Competing Tender Offer will be published no later than
By express provision of Article 6.15.2.1.14 of Decree 2555 and Article 3.3.3.12 of the BVC Regulations, once the first notice of the Competing Tender Offer is published, any acceptances of the Previous Tender Offer, if any, will be automatically deemed to apply to this Competing Tender Offer, and such acceptances will be considered revoked with respect to the Previous Tender Offer.
The Competing Offer is made under the following terms:
1. OFFERING TARGETS: The Competing Offer is directed to all of the Issuer's shareholders (the "Offerees").
2. MINIMUM AND MAXIMUM NUMBER OF SECURITIES PROPOSED TO BE ACQUIRED: The Offeror submits the Competing Offer to acquire at least one (1) common share, representing 0.00000033% of the Issuer's subscribed and outstanding common shares (the "Minimum Amount"); and, a maximum of, 26,976,366 common shares, representing 9% of the Issuer's subscribed and outstanding common shares (the "Maximum Amount"). The foregoing according to the public information available through the RNVE.
In accordance with the provisions of Article 3.3.3.14 of the General Regulations of the BVC (the "BVC Regulations"), in the event that the number of acceptances of the Competing Offer exceeds the Maximum Amount of securities mentioned in this
The allocation procedure among acceptors shall be governed by the procedure set forth in Articles 3.3.3.13 et seq. of the BVC Regulations, Article 3.9.1.5 of the Sole Circular of the BVC (the "BVC Circular") and in the operating instructions issued by the BVC on the occasion of the Competing Tender Offer (the "Operating Instructions").
3. PERCENTAGE OF THE ISSUER'S VOTING CAPITAL OF WHICH THE OFFEROR IS THE ULTIMATE BENEFICIAL OWNER: On the date of filing of this
4. PRICE OFFERED FOR PURCHASE: The purchase price for each common share of the Issuer will be 4,835 Colombian pesos ("COP" or "Pesos"), payable in cash and in Pesos or in dollars of
5. CONSIDERATION OFFERED FOR THE SHARES AND PRICE: The Offeror offers to pay the Price, at the election of the Offerees, in Pesos or Dollars, under the conditions indicated in section 6 of this
6. TERM OF SETTLEMENT AND PAYMENT METHOD: Payment of the Price shall be made in cash in Pesos or Dollars, under the conditions indicated below. This Competing Tender Offer will be settled in T+3, where "T" corresponds to the date on which the BVC informs the SFC and the market the result of the Competing Tender Offer (the "Allocation Date") and "+3" indicates that transaction will be settled on the third stock market business day following the Allocation Date, subject to the applicable public securities market regulations.
The settlement and clearing of transactions shall be made in Pesos and through the BVC's clearing and settlement system, and when payment is made in Dollars, payment shall be made directly by the Offeror, or through
The respective brokerage firm acting on behalf of each seller ensure the delivery of the securities in a transferable condition to the Offeror, free of liens, ownership limitations, limitations on the exercise of the rights contained in the title, and any claim, precautionary measure, or pending litigation that may affect the ownership or free negotiability of the shares, and must deliver the total amount sold in the same manner, i.e., by delivery of the total amount sold by electronic transfer in the Centralized Securities Deposit of Colombia DECEVAL S. A. ("Deceval"). The fulfillment of transactions through the delivery of physical certificates will not be permitted.
In any case, the transfer must comply with the provisions of articles 3.3.3.15 and 3.3.6.1 of the BVC Regulations, Deceval's Operations Regulations and other applicable rules.
Pursuant to article 3.3.3.15 of the BVC Regulations, for those Offerees who choose to receive payment abroad in Dollars, the payment shall be made directly by the Offeror, or through
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- Inform, through its brokerage firm, at the time of acceptance of the Competing Offer, its desire to receive payment abroad in Dollars.
- Send no later than
1:00 p.m. (Colombia time) on the business day following the day on which it has submitted acceptance of the Competing Offer, and in any case, no later than1:00 p.m. (Colombia time) on the last day of the Acceptance Period to the e-mail gciaprocesosmesas@bancolombia.com.co the following documents:- A communication signed by the corresponding Offeree, in the format established in the following link https://valores.grupobancolombia.com/productos-servicios/acciones, which will be available during the Acceptance Period (as defined in section 8 of this
Offer Notice ), whereby such Offeree:
(A) indicate the form number assigned to the acceptance submitted to the BVC and the number of shares subject to such acceptance;
(B) express his desire to receive payment abroad directly between the parties, in Dollars;
(C) indicate the number of the bank account to which the Offeree desires to receive his payment (account number, ABA code, Swift code, bank address);
(D) certifies that, for the purposes of this operation, it complies with all applicable exchange regulations; in particular, in the case of Colombian residents, those related to their compensation accounts; and
(E) expressly authorizesValores Bancolombia S.A. Comisionista de Bolsa, the brokerage firm through which the Offeror acts, so that once the Swift message corresponding to the payment has been transmitted, on behalf of the Offeree, it informs the BVC so that the latter, pursuant to the terms of article 3.3.3.15 of the BVC Regulations, declares the transaction completed and proceeds to deliver the corresponding securities through the respective deposit. - Any other information indicated in the following link (link) https://valores.grupobancolombia.com/productos-servicios/acciones and/or the Operating Instructions
- A communication signed by the corresponding Offeree, in the format established in the following link https://valores.grupobancolombia.com/productos-servicios/acciones, which will be available during the Acceptance Period (as defined in section 8 of this
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For those Offerees who choose to receive payment in USD, for purposes of calculating the Price per share in USD, the market representative rate ("TRM") published and certified by the SFC in effect on the Allocation Date shall be used. The calculation of the respective payment shall be made by dividing the value of the amount allocated in the Competing Tender Offer over the value of the aforementioned TRM, rounding it to two (2) decimal places.
The Offerees who have opted to receive payment abroad in Dollars are informed that any requirement of an exchange, accounting, legal, tax, among others, that the Offeree must comply with before the Colombian authorities and/or any other jurisdiction, shall be their sole responsibility.
Additionally, the Offerees who have sold their shares to the Offeror within the framework of this Competing Tender Offer and have expressed their desire to receive payment abroad in Dollars are informed that they will receive payment in Pesos through the established stock exchange procedures when they do not comply with the established procedure to receive payment abroad in Dollars, including the delivery of the required documents.
Finally, it is informed that in the case of foreign portfolio capital investors, in accordance with the applicable exchange regulations, may only receive payment in Pesos and in accordance with the provisions of the Operating Instructions. In the event that payment in foreign currency is preferred, they must process it through the corresponding foreign portfolio investment management company, in accordance with the applicable foreign exchange regulation and the Operating Instructions.
7. GUARANTEE: Pursuant to the provisions of Article 6.15.2.1.11 of Decree 2555, Articles 3.3.3.2 and following of the BVC Regulations, Articles 3.9.1.1 and following of the BVC Circular, the Offeror constituted in favor of the BVC, to back compliance with the obligations resulting from this Competing Tender Offer, a guarantee covering at least twenty-five percent (25%) of the total value of the Competing Tender Offer, in the amount of COP$ 32,607,682,402.50. This guarantee is also intended to be used for the payment and compliance of the operation, provided that such compliance is made in Pesos.
The minimum value of the guarantee results from multiplying (i) the Price per share, which is COP
In compliance with the provisions of numeral 18 of article 3.9.1.1 of the BVC Circular, the guarantee shall be constituted no later than the business day prior to the publication of the first
The responsibility for the constitution, delivery, adjustment and replacement of the guarantee referred to in Articles 6.15.2.1.11 of Decree 2555, Articles 3.3.3.2 and following of the BVC Regulations, and Articles 3.9.1.1 and following of the BVC Circular, shall be borne by the Offeror, and it shall do so through
8. TERM AND PROCEDURE TO SUBMIT ACCEPTANCES: Acceptances of the Competing Offer must be submitted within ten (10) Colombian business days, counted from the date of the beginning of the period for receipt of acceptances, that is, in the period between
In accordance with the provisions of Article 6.15.2.1.14 of Decree 2555, the date on which the Acceptance Period begins will be the day following the date on which the first
Since the Acceptance Period is ten (10) business days, it may be extended only once and at least three (3) trading days prior to the expiration of the Acceptance Period, without exceeding a total of thirty (30) business days, in accordance with the provisions of Article 6.15.2.1.7 of Decree 2555 and prior notice to the SFC and the BVC.
The Offerees interested in accepting the Competing Offer may do so through any brokerage firm member of the BVC. Acceptances must be submitted by the Offerees in accordance with the procedures indicated by the BVC through the Operating Instructions.
The expenses of acceptance and settlement of the Competing Offer and other associated costs, including the fees and expenses of their legal, financial and other advisors, the hiring of brokerage firms, as well as the taxes resulting from this operation shall be borne by the Offerees.
The hiring of a brokerage firm, which is an indispensable requirement to accept this Competing Offer, will eventually imply the payment of a commission for the execution of the transaction of the sale of the shares. The aforementioned commission is subject to 19% VAT.
9. DISCLOSURE OF PRE-AGREEMENTS: The Offeror has not entered into any pre-agreements related to the transaction.
10. EXCHANGE ON WHERE THE SECURITIES ARE REGISTERED AND WHERE THE TRANSACTION WILL BE PROCESSED AND CONDUCTED: The securities that are the object of this Competing Tender Offer are registered in the BVC and in the
11. BROKERAGE FIRM THROUGH WHICH THE PURCHASE TRANSACTION WILL BE CONDUCTED: The purchase transaction will be conducted through
Offerees interested in accepting the Offer may do so through any brokerage firm member of the BVC.
12. AUTHORIZATIONS OF THE OFFEROR:
13. THIRD PARTY AUTHORIZATIONS: The SFC approved the Competing Offer through Official Letter No. 2025027181-008-000 issued on
This Offer is not subject to any other authorization or concept of administrative authorities other than those mentioned in this paragraph of this
14. COMPETING OFFER BOOKLET: Pursuant to numeral 11 of Article 6.15.2.12 of Decree 2555, the Competing Offer Booklet will be available to the Offerees at (a) the offices of the Financial Superintendence of Colombia at Carrera 7#4-49, Bogota D.C., Colombia; (b) the BVC's web page https://www.bvc.com.co/- Opción Finánciate - Prospectos -Acciones; (c) at the offices of Valores Bancolombia S.A. Comisionista de Bolsa located at Carrera 48 #26-85, Edificio Dirección General Bancolombia,
WARNING
THE REGISTRATION IN THE NATIONAL REGISTRY OF SECURITIES AND ISSUERS AND THE AUTHORIZATION OF THIS COMPETING TENDER OFFER SHALL NOT IMPLY ANY RATING OR RESPONSIBILITY ON THE PART OF THE FINANCIAL SUPERINTENDENCE OF COLOMBIA REGARDING THE REGISTERED LEGAL ENTITIES, NOR CONCERNING THE PRICE, QUALITY OR NEGOTIABILITY OF THE SECURITIES, OR OF THE RESPECTIVE ISSUANCE, NOR ON THE SOLVENCY OF THE ISSUER.
THE REGISTRATION OF THE COMMON SHARES OF MINEROS S.A. IN THE COLOMBIAN STOCK EXCHANGE (BOLSA DE
IT IS DEEMED ESSENTIAL THAT INTERESTED PARTIES CAREFULLY READ THIS OFFER BOOKLET TO PROPERLY EVALUATE THE CONVENIENCE OF SELLING THEIR SHARES.
GIVEN THAT THE TENDER COMPETING OFFER WILL BE CARRIED OUT IN COLOMBIA AND THE ISSUER´S COMMON SHARES ARE LISTED IN THE
SOURCE Negocios y Representaciones S.A.S.