G+T is advising Shanghai Stock Exchange-listed Chengtun Mining Group Co. Ltd (Chengtun) in relation to the acquisition of Nzuri Copper Limited (Nzuri), by way of a scheme of arrangement between Nzuri and its shareholders, and on the provision of a loan to Nzuri.
Nzuri is an ASX-listed company focusing on the development of high grade copper and cobalt deposits in the Democratic Republic of Congo (DRC).
Chengtun, through its subsidiary Xuchen International Limited (Xuchen), is seeking to acquire 100% of the share capital of Nzuri which will secure access to high grade copper and cobalt deposits to strengthen its non-ferrous metal mining business. Demand for copper and cobalt is expected to remain strong in coming years as construction of renewable energy infrastructure continues.
If implemented, the transaction will result in Chengtun acquiring all of the shares in Nzuri for $0.37 a share, a 42% premium to the last closing price of Nzuri shares on 26 February 2019 (being $0.26).
The offer price values Nzuri at approximately $109 million.
G+T played a key role in the transaction, Chengtun’s first acquisition in Australia, which included conducting corporate due diligence on Nzuri, negotiating the Scheme of Implementation Deed, and Option Cancellation Deeds. G+T also assisted Chengtun in navigating its way through Australian securities and takeovers law.
The G+T team was led by Corporate Advisory Partner Sophie Chen and Banking + Infrastructure Partner Robert Trowbridge.
Sophie Chen said “G+T is delighted to have acted as Australian legal advisor to Chengtun on its first Australian acquisition. This transaction represents an exciting growth opportunity for Chengtun. It will give Chengtun access to high grade copper and cobalt deposits in the DRC, which will complement and add to its existing operations, and positions Chengtun to capitalise on demand for these materials in the future.”
Sophie and Robert were supported by lawyers Kevin Ko, Dimitri Kalis, Brent Thompson, consultants Jessica Liang and Nicholas Chan and graduate Jackson Martin.
Gilbert + Tobin’s market-leading Corporate team has advised on many of Australia’s largest and most innovative transactions, including advising Yancoal on its dual primary listing on the Hong Kong Stock Exchange, Viva Energy on its $2.65 billion IPO, Beach Energy on its $1.585 billion acquisition of Lattice Energy and Jacobs on the proposed A$4.6 billion sale of its energy, chemicals and resources group to WorleyParson.