HWL Ebsworth advised Nzuri Copper Limited (Nzuri) in relation to its acquisition by Chengtun Mining Group Co. Ltd (Chengtun) by way of a scheme of arrangement.
Nzuri is an ASX-listed Australian incorporated company focused on the exploration and development of high grade copper and cobalt deposits in the Democratic Republic of Congo. Nzuri was a long-term client of Bellanhouse (now merged with HWL Ebsworth), with Bellanhouse having previously advised Nzuri in relation to its various capital raising activities, acquisitions and general commercial and corporate matters.
Chengtun is a Chinese-based company listed on the Shanghai Stock Exchange. The transaction was undertaken through a wholly owned subsidiary of Chengtun, Xuchen International Limited (BVI incorporated).
The transaction resulted in Chengtun acquiring all of the shares in Nzuri for $0.37 per share, a 42% premium to the closing price of Nzuri share prior to the execution of the transaction, as well as the cancellation of all existing options on issue. The total consideration paid was approximately $110.73 million.
The HWL Ebsworth team (then Bellanhouse) played a key role in the structuring of the transaction, which involved the negotiation of the scheme implementation deed, option cancellation deeds and secured loan funding arrangements, which were executed in February 2019. As a result of continued delays in Chengtun receiving regulatory approvals in China, the transaction completed in March 2020.
The HWL Ebsworth team was led by Deanna Carpenter (partner), with Shaun Hardcastle (partner) and Elizabeth Phillips (solicitor) advising on all aspects of the transaction.
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