"Morocco's Managem Sells 40% Stake in Gold Miner Semafo for $53 Million." is all I can find via Google.
Craig Stanley wrote: "...the late November press release stated that “Georesources anticipates that its right to assign the Managem Block to substituted purchasers will result in a wide distribution of the block.” The result: no controlling shareholder."
Earlier story on Managem's partial sale of Semafo (40% for $53 million):
4 EST Monday, November 28, 2005
MONTREAL, Nov. 28 /CNW Telbec/ - SEMAFO (TSX - SMF) announces that Managem S.A. ("Managem"), its controlling shareholder holding approximately 52% of the outstanding common shares of Semafo, has entered into a conditional agreement with Georesources Exploration Ltd. ("Georesources"), an arms-length British Virgin Island corporation, to sell to Georesources, in a private off- the-market transaction, 40,000,000 common shares of Semafo or such other number of common shares of Semafo so that, after giving effect to the sale of such shares and the completion of the private placement of treasury common shares to be undertaken by Semafo (the "Private Placement"), it will own less than 10% of the outstanding common shares of Semafo calculated on an undiluted basis (the "Managem Block"). On Friday November 25, 2005, Managem filed a Notice of Intention to Distribute Securities on Form 45-102F1 under Multilateral Instrument 45-102 issued by the Canadian Securities Administrators. On May 27, 2005, Semafo announced that Managem was seeking and reviewing alternatives with respect to its investment in Semafo.
Georesources' obligation to purchase the Managem Block is conditional upon Georesources having obtained the requisite financing, on or before 6:00 p.m. (Toronto time) on December 10, 2005 from one or more substituted purchasers to purchase the Managem Block and upon completion of the Private Placement. Georesources has the right to assign its obligation to acquire the Managem Block to one or more substituted purchasers in Canada and abroad. The substituted purchasers will be accredited investors for purposes of Canadian securities legislation.
Georesources anticipates that its right to assign the Managem Block to substituted purchasers will result in a wide distribution of the block. Closing is anticipated on or before December 22, 2005.
On closing it is anticipated that Managem's nominees to the board of directors of Semafo will resign. Semafo's intention is to fill these vacancies with experienced independent directors.
The current gold hedge arrangements in place between subsidiaries of Semafo and Managem will continue on their current terms.
Semafo also wishes to announce that it is entered into an engagement letter with a syndicate of investment bankers in connection with a proposed private placement in Canada and abroad of up to $36.1 million by way of the issuance of common shares. The common shares will be issued at a subscription price based on the market. Proceeds will be used to retire certain indebtedness which has been guaranteed by Managem, for partial reduction of the 2006 gold hedge book, to accelerate the exploration programs and for working capital. It is also a condition of the closing of the sale of the Managem Block that this indebtedness be retired. Closing of the private placement is subject to regulatory approval.
FORWARD-LOOKING STATEMENTS { omit! )
