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: Global Alumina Announces Agreement to Sell Its Int
Global Alumina Announces Agreement to Sell Its Interests In Guinea Alumina Corporation
TORONTO, May 15, 2013 /CNW/ - Global Alumina Corporation (TSX: GLA.U) (the "Company" or "Global Alumina") announced today that it has signed a share purchase agreement ("SPA") with DM GAV Limited, a company established and owned equally by Mubadala Development Company PJSC and Dubai Aluminium, to sell all of Global Alumina's interests in Guinea Alumina Corporation Limited ("Guinea Alumina") to DM GAV. Pursuant to the SPA, DM GAV will make a US$2 million advance payment to Global Alumina on signing of the SPA and will pay an additional US$36 million upon completion of the transactions contemplated by the SPA ("Completion"), which is scheduled to occur on or before August 31, 2013. A copy of the SPA will be available on the Company's SEDAR reference page at www.sedar.com.
Coincident with this transaction, Global Alumina International Limited ("GAIL") and The Broken Hill Proprietary Company Pty Limited ("BHP Billiton") have agreed to terminate their share purchase agreement which was announced on November 1, 2012. Concurrent with this termination and execution of the SPA, DM GAV signed a share purchase agreement directly with BHP Billiton to buy all of BHP Billiton's interests in Guinea Alumina.
Conditions to Completion include no objection having been received from the Government of Guinea, completion of DM GAV's acquisition of BHP Billiton's interests in Guinea Alumina and Global Alumina's regulatory and shareholder approvals. These conditions must be satisfied by August 31, 2013 or the SPA may be terminated.
Global Alumina intends to use the US$2 million advance payment to fund accrued liabilities and ongoing corporate costs until Completion. Under the SPA, the Company has given limited representations and warranties some of which will survive for up to two years following Completion.
The Company plans to call a special and general meeting of its shareholders as soon as practically possible to approve the SPA and the transactions contemplated thereby.
A management information circular describing the background to, and terms of, the proposed transaction will be mailed to shareholders in advance of the meeting after due consideration by the Company's board of directors. The management information circular will also be made available on the Company's reference page at www.sedar.com.
About Global Alumina
Global Alumina is in a joint venture through its wholly-owned subsidiary, Global Alumina International, Ltd., with BHP Billiton, Dubai Aluminium and MDC Industry Holding Company LLC (as successor to Mubadala Development Company PJSC), to develop an alumina refinery in the bauxite-rich region of the Republic of Guinea. Global Alumina is headquartered in Saint John, New Brunswick and has administrative offices in New York, London and Montreal. For further information visit the Company's website at www.globalalumina.com.
Forward Looking Information
Certain information in this press release is "forward looking information", which reflects management's expectations regarding the Company's future and business prospects and opportunities. Such forward looking information reflects management's current beliefs and is based on information currently available to management. Forward looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether or not or the times at, or by which, such performance or results will be achieved. If the assumptions underlying forward looking information prove incorrect or if other risks or uncertainties materialize, actual results may vary materially from those anticipated in this release. This forward looking information is made as of the date of this release, and Global Alumina assumes no obligations to update or revise it to reflect new events or circumstances except as required by applicable law.
For further information, please contact:
Michael Cella Global Alumina 212 351 0010 email@example.com
GLOBAL ALUMINA ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING
Global Alumina Corp. will hold an annual general and special meeting of its shareholders on July 2, 2013. The record date for the determination of shareholders entitled to receive notice of and vote at the annual general and special meeting has been fixed as May 30, 2013.
At the annual general and special meeting of shareholders of Global Alumina, the shareholders will be asked to approve the recently announced sale of interests of Guinea Alumina Corp. that was announced on May 15, 2013. Further particulars regarding the special business to be considered, and the specific time and venue for the meeting will be provided in the management information circular and proxy statement that is expected to be sent to shareholders of record in early June."
Subject to adoption of the Dissolution Resolution, the Board anticipates that as soon as practicable after the Completion, the Shareholders will receive between $0.165 and $0.171 in cash per Share, based upon 183,331,495 Shares issued and outstanding, which amount will be paid in one instalment. The amount of the payment shall be determined by the Board after repaying the Corporation's debts and other obligations and reviewing potential tax and other liabilities of the Corporation, including estimated liabilities as at April 30, 2013 ($1,042,512) and the costs associated with the Sale Transaction and the Dissolution (which are currently estimated to be between $1,438,800 and $2,383,260). Although management of the Corporation believes that the estimates of the liabilities set forth herein are reasonable based on information currently available to the Corporation, the actual amounts of such liabilities and resulting net proceeds may differ from the estimates presented above, thereby affecting the amount of cash available to be distributed to Shareholders. The Board is not currently aware of any material items that could give rise to unforeseen tax liabilities or other liabilities or costs which would materially reduce the amount of cash available for distribution to Shareholders, but there is no assurance that this will remain the case. The anticipated amount of cash to be distributed to Shareholders upon completion of the Sale Transaction was calculated using the following estimates of: (i) the proceeds from the Sale Transaction; and (ii) all of the liabilities of the Corporation that must be satisfied prior to the completion of the Dissolution:
Global Alumina holders approve Guinea Alumina sale
2013-07-03 08:40 ET - News Release
Mr. Michael Cella reports
GLOBAL ALUMINA ANNOUNCES RESULTS OF ANNUAL AND SPECIAL MEETING, DELISTING DATE AND RECORD DATE FOR DISTRIBUTION
Global Alumina Corp. has released the results of its annual and special meeting of shareholders held on July 2, 2013.
A total of 126,007,004 common shares were represented at the Meeting, representing 68.73% of the issued and outstanding common shares of the Company. All matters presented for approval at the Meeting were duly authorized and approved, as follows:
(i) election of all management nominees to the board of directors of the Company; (ii) appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorization of the directors to fix their remuneration; (iii)approval of the previously announced sale by the Company of all of its interest in Guinea Alumina Corporation, Ltd. to DM GAV Limited (the "Sale Transaction"); and (iv) subject to the completion of the Sale Transaction, approval of the voluntary liquidation and dissolution of the Company (the "Dissolution") and the distribution to shareholders of the cash assets of the Company remaining after settlement of the Company's obligations and liabilities (the "Distribution").
In connection with the Sale Transaction, the Company has applied to the Toronto Stock Exchange (the "TSX") for the voluntary delisting of its common shares (the "Shares") from the TSX. Subject to regulatory approval and completion of the Sale Transaction, the Company expects that the Shares will be delisted from the TSX at the close of trading on July 11, 2013. As a result, and as described in the management information circular of the Company dated May 31, 2013, the record date in connection with the Distribution to determine the shareholders entitled to participate therein will be July 12, 2013.Additional information regarding the above matters, including the report of voting results thereon, are set forth in the Company's Meeting materials accessible on the Company's SEDAR reference page at www.sedar.com.
TORONTO, July 31, 2013 /PRNewswire/ --Global Alumina Corporation (the "Company" or "Global Alumina"), announced today that it has settled all of its debts and provided for all of its obligations and has forwarded US$31,021,884.60 of the remaining proceeds (the "Proceeds") relating to the sale of the Guinean refinery project to Computershare Trust Company of Canada ("Computershare"), its transfer agent, for distribution to shareholders. The Proceeds represent approximately US$0.169 per share, based upon 183,331,495 shares issued and outstanding, and is at the upper end of the range discussed in the management information circular of the Company dated May 31, 2013 (the "Circular").
The Proceeds will be distributed by Computershare as a return of capital to registered shareholders of record as of July 12, 2013. Non-registered shareholders holding shares beneficially through a broker or dealer should contact their broker or dealer regarding receipt of funds.
Global Alumina is proceeding to dissolve as expeditiously as possible. Additional information is contained in the Circular, a copy of which is available on Global Alumina's reference page on SEDAR, www.sedar.com.
About Global Alumina
Global Alumina recently sold all of its interests in a joint venture held through its wholly owned subsidiary, Global Alumina International, Ltd., to DM GAV Limited which is developing an alumina refinery in the bauxite-rich region of the Republic of Guinea. Global Alumina is headquartered in Saint John, New Brunswick.
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