Harneys is advising Aluminum Corporation of China Overseas Holdings Limited (Offeror) in relation to its proposed privatisation of Chinalco Mining Corporation International (CMC) which is a Cayman Islands incorporated company listed on the Hong Kong Stock Exchange (Stock Code: 3668). The privatisation is to be implemented by way of a scheme of arrangement (under section 86 of the Companies Law of the Cayman Islands) and the proposed withdrawal of listing of CMC’s shares on the Hong Kong Stock Exchange.
The scheme was announced on 23 September 2016. The total value of CMC shares based on the cancellation price of HK$1.39 is HK$16,426,717,575 (approximately US$2.1 billion) and the amount of cash required to implement the scheme would be approximately HK$2,526,000,000 (US$326 million). Morgan Stanley is the financial adviser to the Offeror.
CMC is the core platform of Aluminum Corporation of China (Chinalco) for the future acquisition, investment, development and operation of non-ferrous and non-aluminium mineral resources and projects outside the PRC. The Offeror is a Hong Kong-incorporated investment holding company which is wholly-owned by Chinalco, which is a state-owned enterprise administrated by the State-owned Assets Supervision and Administration Commission of the State Council, the People’s Republic of China (SASAC). Chinalco principally engages in the mining, smelting and processing of non-ferrous metals and related trading, engineering and technological services.
Harneys is advising the Offeror as Cayman counsel with the Harneys team led by Joanne Verbiesen, Partner and Chai Ridgers, Counsel, in the Hong Kong office, alongside Davis Polk & Wardwell. Slaughter and May is advising CMC.