sc13dza

0000950134-08-021490.txt : 20081202 0000950134-08-021490.hdr.sgml : 20081202 20081202060051 ACCESSION NUMBER: 0000950134-08-021490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081202 DATE AS OF CHANGE: 20081202 GROUP MEMBERS: INDUSTRIAS PENOLES, S.A.B. DE C.V. GROUP MEMBERS: LIC. ALBERTO BAILLERES GROUP MEMBERS: MINAS PENOLES, S.A. DE C.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAG SILVER CORP CENTRAL INDEX KEY: 0001230992 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79554 FILM NUMBER: 081223760 BUSINESS ADDRESS: STREET 1: 328 - 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2B5 BUSINESS PHONE: 604-630-1399 MAIL ADDRESS: STREET 1: 328 - 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2B5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fresnillo PLC CENTRAL INDEX KEY: 0001446732 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CORPORATIVO BAL 4TH FLOOR MOLIERE 222 STREET 2: COL LOS MORALES SECCION POLANCO CITY: DF MEXICO STATE: O5 ZIP: 11540 BUSINESS PHONE: 52 55 52793000 MAIL ADDRESS: STREET 1: CORPORATIVO BAL 4TH FLOOR MOLIERE 222 STREET 2: COL LOS MORALES SECCION POLANCO CITY: DF MEXICO STATE: O5 ZIP: 11540 SC 13D/A 1 h65076a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )

MAG Silver Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

55903Q 104

(CUSIP Number)

Ing. Jaime Lomelín
Fresnillo plc
Corporativo BAL, 4th Floor
Moliere 222, Col. Los Morales, Seccion Polanco
11540 Mexico, D.F., Mexico
Telephone: (52 55) 5279-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 1, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		55903Q 104		Page		2		of		8

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Fresnillo plc

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

WC (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,314,877

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,314,877

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,314,877

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 19.0%

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS


CUSIP No.		55903Q 104		Page		3		of		8

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Industrias Peñoles, S.A.B. de C.V.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

WC (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States (Mexico)

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,746,193

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,746,193

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,746,193

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 19.8%

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS


CUSIP No.		55903Q 104		Page		4		of		8

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Minas Peñoles, S.A. de C.V.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

WC (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States (Mexico)

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

185,600

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

185,600

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

185,600

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 0.4%

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS


CUSIP No.		55903Q 104		Page		5		of		8

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lic. Alberto Baillères

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States (Mexico)

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,746,193

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,746,193

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,746,193

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 19.8%

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D that was originally filed by the Reporting Persons with the Securities and Exchange Commission on October 2, 2008 and subsequently amended on October 9, 2008 (as so amended prior to the date hereof, the “Original Schedule 13D”). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby supplemented and amended, in pertinent part, by the following:

On December 1, 2008, Fresbal Investments Ltd., a British Columbia company and wholly owned subsidiary of Fresnillo (“Fresbal”), delivered a letter (the “Letter”) to the Issuer in which Fresbal stated that it intends to make an offer to the Issuer’s shareholders for all of the outstanding common shares of the Issuer not owned by Fresnillo and its affiliates for US$4.54 per share in cash (the “Offer”). A copy of the Letter is filed as Exhibit 99.2 to this Amendment. On December 1, 2008, Fresnillo issued a press release (the “Release”) in which it publicly announced the delivery of the Letter to the Issuer. A copy of the Release is filed as Exhibit 99.3 to this Amendment. The following summary description of the Letter and the Release does not purport to be complete and is qualified in its entirety by reference to the Letter and the Release, which are incorporated in this Item 4 by reference.

Pursuant to applicable Canadian law, a formal independent valuation is required to be obtained by the Issuer prior to Fresbal’s mailing of the Offer to the Issuer’s shareholders. In the Letter, Fresbal formally requested that an independent committee of the Issuer’s board of directors retain a valuator and supervise the preparation of the required independent valuation in a timely manner. Fresbal intends to mail its takeover bid circular for the Offer to the Issuer’s shareholders as soon as practicable upon receipt of the completed valuation.

Fresbal does not intend to amend the Offer price based on future discussions with the Issuer or based upon the results of the valuation. Fresbal will have sufficient funds available and the closing of the Offer will not be conditioned on obtaining financing. This will not preclude Fresbal from obtaining financing from third parties. The Offer will be subject to customary conditions, such as a minimum tender and the waiver of the Issuer’s shareholders rights plan. If the Offer is completed, Fresbal intends to acquire any remaining common shares not owned by it or its affiliates at the price per common share paid in the Offer by means of the applicable statutory second step transaction and, as a result, the Issuer’s common shares would be delisted from the Toronto Stock Exchange and the American Stock Exchange and the registration of the common shares under the United States Securities Exchange Act of 1934 would be terminated. Details of the terms and conditions of the Offer will be provided in Fresbal’s takeover bid circular when filed with applicable Canadian and United States securities authorities.

In the Release, Fresnillo also announced that on November 13, 2008, Macquarie Capital Markets Canada Ltd., acting as advisor to a special committee of the board of directors of the Issuer, outlined a conceptual transaction involving the Issuer’s interest in the Juanicipio project to Fresnillo’s financial advisors, Scotia Capital. The Juanicipio project is owned by Minera

Juanicipio, S.A. DE C.V., a joint venture company in which IPSA holds a 56% interest and the Issuer indirectly holds a 44% interest that was formed to hold and operate the mineral and surface rights related to a property located in Zacatecas State, Mexico. After considering the merits of this proposal, Fresnillo concluded that it did not address its interests and informed the Issuer of this conclusion.

The foregoing is a summary of the Letter, the Release and the proposed Offer and should not be construed as an offer to buy or the solicitation of an offer to sell any securities. Any offer will be made by means of a takeover bid circular and other relevant documents. Shareholders of the Issuer are urged to read the takeover bid circular and other relevant documents filed with the applicable Canadian and United States securities authorities when they become available because they will contain important information.

Item 7. Material to Be Filed as Exhibits.


99.1		Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D as originally filed with the Commission on October 2, 2008).

99.2		Letter from Fresbal to the Issuer, dated December 1, 2008.

99.3		Press release dated December 1, 2008.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: December 1, 2008


	Fresnillo plc
	By:	/s/ Ing. Jaime Lomelín
		Ing. Jaime Lomelín
		Chief Executive Officer

	Industrias Peñoles, S.A.B. de C.V.
	By:	/s/ Lic. Leopoldo Alarcón
		Lic. Leopoldo Alarcón
		Chief Financial Officer

	Minas Peñoles, S.A. de C.V.
	By:	/s/ Lic. Leopoldo Alarcón
		Lic. Leopoldo Alarcón
		Chief Financial Officer

	Lic. Alberto Baillères
	/s/ Lic. Alberto Baillères

EXHIBIT INDEX


99.1		Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D as originally filed with the Commission on October 2, 2008).

99.2		Letter from Fresbal to the Issuer, dated December 1, 2008.

99.3		Press release dated December 1, 2008.

EX-99.2 2 h65076a2exv99w2.htm EX-99.2 exv99w2

Exhibit 99.2

FRESBAL INVESTMENTS, LTD.

December 1, 2008

Dan MacInnis
President and CEO
MAG Silver Corp

Dear Dan,

Fresbal Investments Ltd., a subsidiary of Fresnillo Plc. intends to make a formal offer for all of the outstanding shares of MAG Silver Corp not owned by Fresnillo or its affiliates for US$4.54 per share in cash. The offer will provide MAG shareholders with a liquidity option and the price represents a 12.38% premium to the 20 day volume weighted average trading price of MAG Silver shares on the American Stock Exchange for the period ending November 28, 2008.

Fresbal will have sufficient funds available and the closing of the offer will not be conditioned on obtaining financing. This will not preclude Fresbal from obtaining financing from third parties. The offer will be subject to customary conditions, such as a minimum tender and the waiver of MAG’s Shareholders Rights Plan.

Multi-Lateral Instrument 61-101 requires an independent valuation prior to mailing this offer to MAG shareholders. Pursuant to section 2.3 of MI 61-101, we are formally requesting that an independent committee of MAG’s board of directors retain a valuator and supervise the preparation of a valuation in a timely manner.

Based on your press release dated October 15, 2008, we understand that MAG has created an independent committee of directors, which has been considering MAG’s strategic alternatives, and retained financial advisors and legal counsel, which should help to expedite this request. Our advisors have informed us that we should reasonably expect the valuation to be completed within 30 days.

The best interests of the shareholders of MAG will be met by providing the valuation as soon as possible, as Fresbal intends to mail its formal takeover bid circular to MAG shareholders as soon as practicable upon receipt of the completed valuation.

We have given considerable thought to the price that we are prepared to offer for the MAG shares and have no intention of amending the price based on discussions with MAG or based upon the results of the formal valuation. That said, we would be happy to discuss the timing and logistics of the bid process with you at your earliest convenience,

so as to ensure that MAG shareholders may receive this liquidity option in the most timely manner.

Sincerely,
Fresbal Investments Ltd.

Jaime Lomelín
CEO

[REMAINDER OF PAGE LEFT BLANK]

EX-99.3 3 h65076a2exv99w3.htm EX-99.3 exv99w3

Exhibit 99.3

Fresnillo plc intends to acquire MAG Silver

December 1, 2008 — Toronto, London, Mexico City: Fresnillo plc, the world’s largest primary silver producer, announces that Fresbal Investments Ltd. (“Fresbal”), a subsidiary of Fresnillo plc, today informed MAG Silver Corp. (TSX: MAG, AMEX: MVG) (“MAG Silver”) that Fresbal intends to make a formal offer to MAG Silver shareholders for all of the outstanding common shares of MAG Silver not owned by Fresnillo plc. and its affiliates for US$4.54 per share in cash. Fresnillo plc. and its affiliates currently own approximately 19.8% of the outstanding common shares of MAG Silver.

The offer price represents a 12.38% premium to the 20 day volume weighted average trading price of MAG Silver shares on the American Stock Exchange for the period ending November 28, 2008.

Pursuant to applicable Canadian law, a formal independent valuation is required to be obtained by MAG Silver prior to mailing the offer to MAG Silver shareholders. Fresbal has requested in writing that MAG Silver retain a valuator to complete such valuation. Fresbal intends to mail its takeover bid circular to MAG Silver shareholders as soon as practicable upon receipt of the completed valuation.

Fresbal does not intend to amend the offer price based on future discussions with MAG Silver or based upon the results of the valuation.

Fresbal will have sufficient funds available and the closing of the offer will not be conditioned on obtaining financing. This will not preclude Fresbal from obtaining financing from third parties.

The offer will be subject to customary conditions, such as a minimum tender and the waiver of MAG’s Shareholders Rights Plan. If the Offer is completed, Fresbal intends to acquire any remaining common shares not owned by it or its affiliates at the price per common share paid in the offer by means of the applicable statutory second step transaction. Details of the terms and conditions of the offer will be provided in Fresbal’s takeover bid circular, when filed.

On November 13, Macquarie Capital Markets Canada Ltd., acting as advisor to the Special Committee of MAG Silver, outlined a conceptual transaction involving MAG Silver’s interest in the Juanicipio project to Fresnillo’s financial advisors, Scotia Capital. After considering the merits of this proposal, Fresnillo concluded that the proposal did not address its interests. Fresnillo has informed MAG Silver of this conclusion.

Pursuant to the requirements of applicable Canadian and United States securities laws, Fresnillo will update its previous early warning report dated October 8, 2008 filed with the Canadian provincial securities authorities and amend the Schedule 13D on file with the United States Securities and Exchange Commission to reflect Fresbal’s intention to make the offer.

This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. MAG shareholders and other interested parties are urged to read Fresbal Investments Ltd’s takeover bid circular and other relevant documents filed with the applicable Canadian and United States securities authorities when they become available.

Cautionary Information Regarding Forward-Looking Statements

Statements about the intentions of Fresnillo and Fresbal Investments Ltd. and the expected effects, timing and completion of the proposed transaction and all other statements in this release other than historical facts constitute forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon Fresnillo Plc.’s current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward looking statements, including, among other things, whether the conditions to the offer will be satisfied, general economic factors, business and capital market conditions, general industry trends, changes in tax law requirements and government regulation. There can be no assurances that any transaction will be consummated. Fresnillo Plc. disclaims any obligation to update or revise the information in this news release based on new information or otherwise, unless otherwise required by law.

For information about Mag Silver please visit www.magsilver.com.

For further information about Fresnillo plc please visit www.fresnilloplc.com or contact:

Fresnillo plc
London Office
Octavio Alvidrez, Head of Investor Relations Tel: +44(0)20 7399 2470

Mexico City Office
Gabriela Mayor Tel: +52555 279 3203

Brunswick Tel: +44(0)20 7404 5959
Patrick Handley
Carole Cable

The following letter was delivered to MAG Silver Corp. by Fresbal Investment Ltd. on December 1, 2008:

“December 1, 2008

Dan MacInnis
President and CEO
MAG Silver Corp

Dear Dan,

so as to ensure that MAG shareholders may receive this liquidity option in the most timely manner.

Sincerely,
Fresbal Investments Ltd.

/s/ Jaime Lomelín

Jaime Lomelín
CEO”