Mitsui & Co., Ltd. (“Mitsui”), and Corporación Nacional del Cobre de Chile (“CODELCO”) announced today that they have entered into a financing arrangement in which Mitsui or a subsidiary of Mitsui would extend a short-term bridge loan up to US$6.75 billion to a wholly-owned subsidiary of CODELCO (the “Borrower”) to finance CODELCO’s potential acquisition of up to a 49% interest in Anglo American Sur S.A.*1 (“Anglo Sur”), a wholly-owned subsidiary of Anglo American plc. The parties also entered into an agreement which provides the Borrower with the right to settle part of such bridge loan with an indirect 50% interest in the Anglo Sur equity acquired by CODELCO. To develop a broader business relationship, Mitsui and CODELCO have also entered into a copper sales and purchase contract. Set forth below is a summary of the financing arrangement and the copper sales and purchase contract between Mitsui and CODELCO.
1. Financing Arrangement
CODELCO holds the right, exercisable every three years (the next window opening in January 2012) to purchase up to 49% of the equity of Anglo Sur and any loans granted to Anglo Sur by its shareholders (the “Option”). Anglo Sur owns certain properties in Chile, including Los Bronces and El Soldado copper mines, Chagres smelter, and a number of exploration properties with significant potential. Mitsui or a subsidiary of Mitsui will make available to the Borrower, a short-term bridge loan of up to US$6.75 billion (with CODELCO guaranteeing all payment and performance obligations of the Borrower in respect of such bridge loan). If the Borrower decides to draw on the bridge loan, the loan proceeds will in turn be made available to CODELCO to finance the exercise of the Option.
2. Financing Agreement
|（1）Maturity Date||Maximum 12 months after the date of disbursement|
|（2）Commitment Period||January 3, 2012 - April 1, 2012, extendable in certain circumstances up to August 1, 2012.|
|（3）Security||Anglo Sur equity interest, shareholder loans and any proceeds therefrom.|
|（4）Commissions||Mitsui is entitled to receive certain market-based fees and commissions.|
|（5) Debt repayment option||Borrower has the right to settle a portion of the bridge loan, with an indirect 50% stake in the Anglo Sur equity interest. Any remaining balance of the bridge loan not settled in this manner would automatically convert into a five-year term loan facility. The converted loan would be secured by a pledge over the Anglo Sur equity interests, shareholder loans and any proceeds therefrom.|
3. Copper Sales and Purchase Contract
|（2）Annual average purchase quantity||Copper Concentrates 65,000 DMT
Copper Cathodes 12,000 MT
Total quantity is equivalent to 30,000 MT in copper content.
|（3）Purchase Price||Market conditions and market prices|
4. CODELCO and Mitsui’s Relationship
CODELCO is the world’s largest copper producer and the largest company in Chile in terms of sales. Mitsui hopes that these agreements will form the basis for the development of broader and closer business relationship between the two companies.
*1:Anglo American Sur S.A., a wholly-owned subsidiary of Anglo American plc, owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines and the Chagres smelter. Anglo Sur’s 2012 total annual copper production is expected to be approximately 450,000 tons per annum.
Outline of CODELCO
|Company name||Corporación Nacional del Cobre de Chile|
|Representative||Diego Hernández, CEO|
|Location of head office||Santiago, Chile|
|Stock exchange listing||Non-listed|
|Main business||Exploration, mining, processing and marketing of copper ore, molybdenum and other byproducts.|
|Establishment||April 1, 1976|
|Issued capital*||US$2.5 billion|
|Shareholders and ownership*||Chilean state (100%)|
|Consolidated Revenue*||US$16.1 billion|
|Consolidated total asset*||US$20.3 billion|
|Consolidated net income*||US$1.9 billion|
*As of December, 2010
This announcement contains forward-looking statements. These forward-looking statements are based on Mitsui’s current assumptions, expectations and beliefs in light of the information currently available to it and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, financial position or cash flows to be materially different from any future results, financial position or cash flows expressed or implied by these forward-looking statements. These risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest Annual Securities Report and Quarterly Securities Report, and Mitsui undertakes no obligation to publicly update or revise any forward-looking statements.
This announcement is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.