Katanga Mining settles legal dispute with Gecamines in DRC

Posted by Paul Moore on 13th June 2018

Glencore has referred to an announcement by Katanga Mining in which it announced the settlement of the DRC legal dispute with La Générale des Carrières et des Mines (Gécamines) and an agreement for the resolution of the capital deficiency at Katanga’s 75%-owned DRC operating subsidiary Kamoto Copper Company (KCC).

“Glencore is pleased that this matter has now been resolved and looks forward to supporting KCC’s closer partnership with Gécamines as the parties work together to ensure that the Joint Venture reaches its full potential for the benefit of all stakeholders.”

The key highlights of Katanga’s settlement agreement with Gécamines are as follows:

  • Conversion of $5.6 billion of KCC’s total debt of approximately $9 billion into new KCC equity such that, with retroactive effect as at January 1, 2018, KCC has $3.45 billion of debt to KML Group, bearing interest at the lower of US$ Libor 6 month + 3% and 6% per annum;
  • Katanga and Gécamines’ shareholdings in KCC remain unchanged at 75% and 25% respectively;
  • A one-time payment to Gécamines of $150 million relating to historical commercial disputes;
  • Certain amendments to the dividend payment and free cash flow provisions of KCC including an amortisation schedule for the repayment of the residual debt;
  • Payment of approx $41 million to Gécamines in relation to outstanding expenses incurred as part of an exploration program;
  • Waiver by KCC of its entitlement (or financial equivalent) to replacement reserves and associated incurring of drilling costs on Gecamines’ behalf, amounting to $285 million and $57 million respectively, and;
  • Withdrawal of all legal action by Gécamines.

The entry of the settlement agreement between Katanga and Gécamines constitutes a smaller related party transaction as defined in Listing Rule 11.1.10 because Gécamines holds more than 10% of the voting rights in a material subsidiary of Glencore. Accordingly, as a condition precedent to the Settlement Agreement becoming effective, Glencore must obtain written confirmation from a sponsor that the terms of the Settlement Agreement with Gécamines are fair and reasonable as far as the shareholders of Glencore are concerned. Glencore aims to obtain such written confirmation on or before 14 June, 2018.