The Globe and Mail November 12, 1996 SHERRITT TO SINK $300-MILLION INTO CUBA Takes aim at country's infrastructure By Brent Jang, Alberta Bureau CALGARY -- Standing firm in the face of U.S. pressure, Sherritt International Corp. is raising more than $300- million to pursue an ambitious expansion program in Cuba. Sherritt announced yesterday that it wants to pump money across the Cuban economy, including into petroleum refining, real estate, sugar and communications. "It's full steam ahead," said Sherritt spokeswoman Patrice Merrin Best. "We'll be able to participate as a proxy for economic growth as the Cuban economy starts to develop." The Toronto-based company, which held a board meeting in Havana two months ago, already plays an important role in Cuba, with investments in oil exploration, nickel mining, agriculture and tourism. While Sherritt has been praised by Cuban leader Fidel Castro, it has also attracted strong criticism in the United States for conducting business in Cuba, where U.S.-based firms had property seized after the 1959 Communist revolution. As part of various U.S. attempts to punish companies that invest in Cuba, numerous Sherritt directors and officials were barred earlier this year from entering the United States. Sherritt was one of a handful of companies singled out under the controversial U.S. Helms-Burton law that included measures to block entry to the United States of such executives and their immediate families. But in raising $300-million through a debenture issue, Sherritt is signalling its refusal to capitulate to American politicians who have expressed outrage at foreign companies operating in Cuba. "We're a Canadian company. We operate legitimately in Cuba," Ms. Merrin Best said. "The Cuban infrastructure needs a tremendous amount of investment." Echoing the sentiments of Sherritt chairman Ian Delaney, she said Sherritt will be aggressively moving ahead in its goal to become the "Canadian Pacific Ltd. of Cuba." Sherritt's offering of debentures is expected to completed by Dec. 4. The underwriters have agreed to sell $300-million in debentures to the public in a so- called bought deal, in which Midland Walwyn Capital Inc. and Griffiths McBurney & Partners will assume the risks of finding buyers. Early indications suggest an enthusiastic response to the issue. There are provisions for a large "overallotment" of an additional $300-million to be raised if the demand is strong enough. In a statement before the Toronto Stock Exchange closed yesterday, Sherritt said it "intends to use the proceeds of the offering to finance capital projects and growth in its existing businesses, as well as pursue [new] investments in the Republic of Cuba." Sherritt rose 40 cents to end at $9.40 yesterday on the TSE. Mr. Delaney is concentrating his efforts on Cuba these days. He announced last month that he is resigning as chairman and chief executive officer of fertilizer giant Viridian Inc. of Fort Saskatchewan, Alta. Viridian formerly operated under the name Sherritt Inc., which also used to oversee the assets of Sherritt International. Mr. Delaney split the fertilizer and Cuban operations in two last year. Calgary-based Agrium Inc. announced three weeks ago that it will be acquiring Viridian in a $1.3-billion stock swap. A special Viridian shareholders' meeting for the Agrium-Viridian merger will held Dec. 10 in Toronto to approve the transaction. The debentures of Sherritt carry a 6-per-cent, 10-year convertible feature. Investors must pay $500 on a par value of $1,000 on the closing of the offering, with the remaining $500 instalment due by Dec. 1, 1997. Interest will be paid every June 15 and Dec. 15, with the first payment coming on June 15, 1997. The company will have the flexibility to pay "principal and interest in the form of its restricted voting shares." As well, the debentures can be redeemed on or after Dec. 16, 1999, subject to certain conditions. The company also noted that the debentures can be converted into Sherritt shares at a conversion rate of 105.263 shares for every $1,000 in debentures. ============================================ The Financial Post November 12, 1996 SHERRITT TO EXPAND IN CUBA Company snubs Helms-Burton legislation with goal to raise $600M in debentures to finance plans to develop infrastructure projects in country By PETER KENNEDY, Mining Reporter, The Financial Post Sherritt International Corp. sidestepped Washington's controversial Helms-Burton law yesterday, saying it expects to raise $600 million from the sale of convertible debentures for projects in Cuba. One analyst said Sherritt has elected to raise the money through a debenture issue rather than go to the banks. "The banks would have had difficulty dealing in Cuba because they risked being blacklisted in the U.S,'' the analyst said. The debentures are being bought by a syndicate led by Griffiths McBurney and Midland Walwyn Capital Inc., which both remain independent from major banks. Toronto-based Sherritt had been keeping a low profile during the recent U.S. elections. But six days after Bill Clinton won a second term, Sherritt said it had entered a bought deal to raise $300 million from the sale of 6% 10-year convertible unsecured subordinated debentures. The debentures, to be offered to investors by way of instalment receipts, will be issued at par value of $1,000, the company said. Of that amount, $500 is due upon closing of the offering, while the balance of $500 is payable by Dec. 1, 1997. Sherritt said the underwriters have been granted the option to take up another $300 million in debentures, a move that would raise total proceeds of the offering to $600 million. "We expect to exercise that option within the next 48 hours,'' said Brad Griffiths, chairman of Toronto-based Griffiths McBurney, the lead underwriter. Clinton's election victory has raised hopes his administration will water down Helms-Burton, which allows U.S. citizens to sue foreign companies or individuals over property confiscated by the Cuban government. However, analysts were still shocked at the size of the financing. "That certainly is an eye popping number,'' said Manford Mallory of Research Capital Corp. in Toronto. Sherritt's flagship Cuban operation is its 24,000-tonne per year Moa Bay nickel-cobalt operation, which is held 50% by Sherritt and 50% by the Cuban government. The company also has investments in oil and gas, technology and tourism. Sherritt spokesman Patrice Merrin Best declined to say exactly what her company plans to do with proceeds of the financing. "This company was destined to be an infrastructure company in Cuba,'' said Merrin Best. "We have legs under us and we are carrying on with that strategy.'' she said. Brad Griffiths attributed the size of the financing to "the confidence the market has in Sherritt International chairman Ian Delaney.