Narrative
Full Description
Project narrative
In 2009, China Development Bank Corporation (CDB) provided a $366.0 million USD facility to Album Resources Private Limited, a special purpose vehicle and wholly-owned subsidiary of MMG Limited. China Minmetals Non-ferrous Metals Company Limited (CMN), an intermediate parent of company of MMG Limited, issued a guarantee in support of this loan. Record ID#94032 captures the initial 2009 loan. Then, on June 13, 2012, China Development Bank Corporation (CDB) entered into a $366.0 million USD cash facility agreement with Album Resources Private Limited — a special purpose vehicle and wholly-owned subsidiary of MMG Limited. This loan carried a maturity period of five years and a final maturity date of June 10, 2017. The borrower used the proceeds of this loan to refinance a 2009 $366.0 million USD facility granted by CDB to Album Resources. As of December 31, 2012, this facility had been fully drawn down. This loan was known as the Tranche A Facility of a wider $751.0 million USD facility. Record ID#94019 captures CDB's loan. The other $366.0 million USD of the facility, known as the Tranche B Facility, was provided by the Sydney Branch of the Bank of China (BOC) to MMG Management Pty Ltd — a special purpose vehicle and wholly-owned subsidiary of MMG Limited. This loan carried a maturity period of five years and a final maturity date of June 10, 2017. The borrower used the proceeds of this loan to extend an intra-group loan to MMG Century Limited to allow it repay the 2010 $385.0 million USD facility granted by the Sydney Branch of BOC to MMG Century. As of December 31, 2012, this facility had been fully drawn down. Record ID#94018 captures BOC's 2012 loan. The entire $751.0 million USD facility was secured by (i.e. collateralized against) a first-ranking equitable mortgage over each of the entire share capital of Album Investment Private Limited, 100% of the share capital of certain wholly owned subsidiaries of Album Investment including MMG Laos Holdings Limited, a 90%-owned subsidiary of Album Investment, and a share charge over 70% of the share capital of certain wholly owned subsidiaries of Album Investment including MMG Laos Holdings Limited. Both Tranche A and B, under the terms of the $751.0 million USD facility, could be declared immediately due and payable by CDB and/or BOC if China Minmetals Corporation Limited (CMCL) ceased to legally and beneficially own at least 51% of the total issued shares of MMG Limited or if China Minmetals Non-ferrous Metals Company Limited (CMN) ceased to beneficially hold at least 51% of the total issued shares of Album Resources Private Limited or CMN lacked the power to cast, or control the casting of, at least 51% of the maximum number of votes that may be cast at a general meeting of Album Resources, lacked the ability to appoint or remove all, or the majority, of the directors of Album Resources, or lacked the power to give directions with respect to the operating and financial policies of Album Resources that the directors of Album Resources would be obliged to comply. On December 30, 2016, MMG Limited entered into an agreement to sell its Golden Grove mine; it intended to use the proceeds from the sale to repay the $751.0 million USD facility. On May 3, 2017, the borrowers repaid all outstanding amounts under both Tranche A and B and the facilities were cancelled thereafter.
Staff comments
1. Album Resources Private Limited is a special purpose vehicle that was legally incorporated on April 8, 2009 in Singapore with limited liability. It is a wholly owned subsidiary of MMG Limited. 2. MMG Management Pty Ltd is a special purpose vehicle and wholly-owned subsidiary of MMG Limited. 3. MMG Limited is a mid-tier global resources company. MMG Limited's largest shareholder is Chinese state-owned enterprise China Minmetals with 68%. MMG Limited is headquartered in Melbourne, Australia. It operates and develops copper, zinc and other base metals projects across Australia, the Democratic Republic of the Congo, and Peru. 4. The issue of the recipient of this project record, be it Singapore (the country of incorporation of the SPV) or Australia (the country of incorporation of the SPV's parent), requires addressing upon the arrival of new data architecture.