To: Ciao who wrote (50 ) 4/9/2003 11:26:40 PM From: Gulo Read Replies (1) | Respond to of 817 Re TIM3) the offer is for about 14M shares, TIL will only backstop what other shareholders do not tender (I questioned the offer, but was assured this is what was happening as per TIM's corp. secretary Kieth D'Souza. The MD&A says that TIL will tender all of its shares to the 4M offer, to be prorated with everyone else. Either someone is wrong or the company changed its mind since March 25. Safeguard will get voting control of all of TIL's shares, regardless of how many are taken up. It will thus have control over the 6M shares from the PP and 11,233,311 shares owned by TIL for a total of 17,233,311 shares out of 30,618,523 (56.3%). From the MD&A: (i) Safeguard will obtain voting control over all of the Common Shares of the Corporation owned by TIL (resulting in Safeguard controlling the votes of approximately 56.3% of the Corporation's Common Shares), and (ii) TIL will agree to tender all of its Common Shares of the Corporation to the Offer, which will be pro-rated to the extent that other shareholders take up the Offer. TIM gets 6.6 M from the PP and has to pay US$700,000 that becomes due to Meketa."If the transactions with Safeguard ... are completed, a change in control will occur and this liability will be immediately payable." That will leave it with 5.5M minus expenses to cover its 4.0M working capital deficiency. In fact, it already paid off $2.2M (US$1.5M) and renewed its lines of credit (at lower levels). New financing:In addition to the completion of the private placement, Timminco entered into an amended and restated credit agreement with the Bank of Nova Scotia. Pursuant to the credit agreement, the bank will provide revolving credit lines of $5.0-million (Canadian) and $5.0-million (U.S.), and non-revolving lines totalling $13.5-million (U.S.). A total of $1.5-million (U.S.) of outstanding borrowings on the non-revolving line has been reduced using proceeds from the Becancour private placement. The current financing is quite tight, but the fixed line of credit is US$13.5M, which is US$6.5M lower than at December 2002 ($1.5 from PP cash and about $4M from the $Cdn revolving line of credit). The end result is that they still have little working capital and are about $33M in debt. If they remain as profitable as last year, they are probably in the clear. I haven't yet decided if it has a good chance of remaining profitable. Maybe I'll get a chance to look at it this weekend. -g