Filed pursuant to Rule 424(b)(2)
Registration file No. 333-33642
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 8, 2000)
APEX SILVER MINES LIMITED
133,932 Ordinary Shares
120,000 Warrants
We are issuing 13,932 ordinary shares, par value $0.01 per share, 120,000
warrants to acquire ordinary shares, and are registering 120,000 ordinary shares
issuable on the exercise of warrants as follows:
o 13,932 ordinary shares offered by this prospectus supplement are being
issued directly to Mr. Nathan Low at an equivalent purchase price of
$12.92 per share.
o 60,000 warrants offered by this prospectus supplement are being issued
directly to Deutsche Bank Securities Inc. for an equivalent purchase
price of $3.00 per warrant. Each warrant entitles Deutsche Bank
Securities Inc. to purchase one of our ordinary shares for $12.92 on
or before April 1, 2008. The 60,000 ordinary shares which will be
issued on exercise of the warrants are also offered by this prospectus
supplement.
o 60,000 warrants offered by this prospectus supplement are being issued
directly to Barclays Bank PLC for an equivalent purchase price of
$3.00 per warrant. Each warrant entitles Barclays Bank PLC to purchase
one of our ordinary shares for $12.92 on or before April 1, 2008. The
60,000 ordinary shares which will be issued on exercise of the
warrants are also offered by this prospectus supplement.
See "Plan of Distribution."
Our ordinary shares are listed on the American Stock Exchange under the
symbol "SIL." On April 1, 2003, the last reported sales price of the ordinary
shares on the AMEX composite index was $12.92.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
Investing in our securities involves significant risks. See the Risk
Factors section in the related prospectus beginning on page 4.
The ordinary shares offered by this prospectus supplement will be issued to
the purchasers for the consideration set forth in "Plan of Distribution". We
will pay the expenses of the offering. See "Plan of Distribution."
The date of this prospectus supplement is April 1, 2003.
TABLE OF CONTENTS
Page
RISK FACTORS................................................................... S-1
USE OF PROCEEDS................................................................ S-1
PLAN OF DISTRIBUTION........................................................... S-2
Prospectus
Page
SUMMARY........................................................................ 1
RISK FACTORS................................................................... 4
FORWARD-LOOKING STATEMENTS..................................................... 12
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES AND PREFERENCE SHARE DIVIDENDS......................................... 13
USE OF PROCEEDS................................................................ 13
WHERE YOU CAN FIND MORE INFORMATION............................................ 14
OUR BUSINESS................................................................... 15
REPUBLIC OF BOLIVIA............................................................ 16
DESCRIPTION OF THE DEBT SECURITIES............................................. 20
DESCRIPTION OF THE PREFERENCE SHARES........................................... 30
DESCRIPTION OF THE DEPOSITARY SHARES........................................... 32
DESCRIPTION OF THE ORDINARY SHARES............................................. 34
DESCRIPTION OF WARRANTS........................................................ 35
DESCRIPTION OF THE ORDINARY SHARE PURCHASE RIGHTS.............................. 36
PLAN OF DISTRIBUTION........................................................... 37
LEGAL MATTERS.................................................................. 38
EXPERTS........................................................................ 38
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS...................................... 38
i
RISK FACTORS
The purchasers should consider carefully, in addition to the other
information contained in, or incorporated by reference into, this prospectus
supplement or the related prospectus, the risk factors set forth in the Risk
Factors section on page 4 in the related prospectus.
USE OF PROCEEDS
There will be no cash proceeds from the sale of ordinary shares to Mr. Low
or from the sale of the warrants in this offering to Deutsche Bank Securities,
Inc. and Barclays Bank PLC. The ordinary shares offered by this prospectus
supplement to Mr. Low will be issued as fees for ongoing consulting services.
The warrants offered by this prospectus supplement to Deutsche Bank Securities
Inc. and Barclays Bank PLC will be issued in exchange for services provided in
connection with our San Cristobal project.
The cash proceeds, if any, from the exercise of the warrants by Deutsche
Bank Securities Inc. and Barclays Bank PLC will be used for one or more of the
following purposes:
o constructing and developing the San Cristobal project;
o exploring and developing properties in our portfolio;
o maintaining control or ownership of our properties, including making
ongoing lease and royalty payments and paying other maintenance and
registration fees;
o acquiring additional mining related properties or businesses; and
o financing other general corporate purposes.
Pending the application of the net proceeds, we expect to invest the
proceeds in short-term investment grade marketable securities or money market
obligations.
DESCRIPTION OF THE WARRANTS
GENERAL. The warrants are being issued pursuant to a warrant agreement between
our company and the warrant holder. The following summary of the material
provisions of the warrant agreement is not complete. You should refer to the
warrant agreement, a copy of which will be filed with the SEC prior to the
issuance of the warrants.
The warrants offered by this prospectus supplement are initially exercisable by
Deutsche Bank Securities Inc. for 60,000 ordinary shares at an exercise price of
$12.92 per share, and by Barclays Bank PLC for 60,000 ordinary shares at an
exercise price of $12.92 per share, respectively. If an adjustment of the
exercise price were to occur, due to the payment of a dividend or distribution
in ordinary shares or the subdivision, combination or reclassification of the
outstanding ordinary shares, the number of ordinary shares issuable upon
exercise of the warrants would increase or decrease proportionately. See "--
Adjustment." The warrants sold to Deutsche Bank Securities Inc. and Barclays
Bank PLC will expire at 5:00 p.m., Denver time, on April 1, 2008. We have
reserved out of our authorized share capital a number of ordinary shares
sufficient to provide for the issuance of ordinary shares upon exercise of the
warrants.
S-1
NO PUBLIC MARKET. There is no public market for the warrants, and we do not
expect that a market will develop. There can be no assurance that the market
price of the ordinary shares will exceed the exercise price of the warrants.
TRANSFER OF WARRANTS. Transfers of all or any portion of the warrants are
effective only when recorded in our books and records.
ADJUSTMENT. The exercise price and the number of ordinary shares purchasable
upon exercise of each outstanding warrant will be adjusted if we take any of the
following actions:
o declare a dividend or make a distribution on the ordinary shares
payable in ordinary shares;
o subdivide or reclassify the outstanding ordinary shares into a greater
number of ordinary shares; or
o combine or reclassify the outstanding ordinary shares into a smaller
number of ordinary shares.
MERGERS, CONSOLIDATIONS AND OTHER TRANSACTIONS. If (1) we consolidate into or
merge or consummate an arrangement, reconstruction or statutory share exchange
with, any other person or company or (2) any other person or company acquires
all of our outstanding ordinary shares, each warrant holder will have the right
upon exercise of a warrant and payment of the exercise price to purchase the
kind and amount of shares of stock and other securities and property, including
cash, that the holder would have owned or been entitled to receive after the
consolidation, merger, arrangement, reconstruction or share exchange, had the
warrant been exercised immediately prior to the event.
NO RIGHTS AS SHAREHOLDERS. Holders of warrants are not entitled to vote, receive
dividends, consent or receive notice as shareholders with respect to any meeting
of shareholders, or to exercise any rights whatsoever as shareholders.
MODIFICATION OF THE WARRANTS. We may supplement or amend the warrant agreement
from time to time without the approval of the holder in order to cure any
ambiguity or correct or supplement any provision that may be defective or
inconsistent with any other provision of the warrant agreement or as we deem
necessary or advisable, so long as such supplements or amendments do not
materially adversely affect the interests of the holder.
We may also supplement or amend the warrant agreement with the consent of the
holder. Notwithstanding the foregoing, the holder must consent to the following
events, to the extent the events are not originally provided for in the warrant
agreement or made in compliance with applicable law:
o a change in the number or nature of securities purchasable upon
exercise of the warrants;
o an increase in the exercise price of the warrants; or
o an acceleration of the expiration date of the warrants.
PLAN OF DISTRIBUTION
13,932 ordinary shares offered by this prospectus supplement are being
issued directly to Mr. Low in exchange for ongoing consulting services. Mr. Low
is the principal owner of Sunrise Financial Group, which has provided advisory
and financing services to the Company since 1999.
60,000 warrants offered by this prospectus supplement are being issued
directly to Deutsche Bank Securities Inc. in exchange for ongoing services
related to the financing of our San Cristobal project. Up
S-2
to 60,000 ordinary shares offered by the prospectus supplement would be issued
to Deutsche Bank Securities Inc. on the exercise of the warrants. The exercise
price of the warrants was established on April 1, 2003, when we agreed with
Deutsche Bank Securities Inc. to compensate it with equity securities.
60,000 warrants offered by this prospectus supplement are being issued
directly to Barclays Bank PLC in exchange for ongoing services related to the
financing of our San Cristobal project. Up to 60,000 ordinary shares offered by
the prospectus supplement would be issued to Barclays Bank PLC on the exercise
of the warrants. The exercise price of the warrants was established on
April 1, 2003, when we agreed with Barclays Bank PLC to compensate it with
equity securities.
The ordinary shares offered by this prospectus supplement and to be issued
upon the exercise of the warrants are expected to be listed on the American
Stock Exchange, subject to official notice of issuance and listing.
S-3
You should rely only on the information incorporated by reference or
provided in this prospectus supplement or the related prospectus. We have
authorized no one to provide you with different information. We are not making
an offer of these securities in any state or jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this document.
APEX SILVER MINES LIMITED
133,932 Ordinary Shares
120,000 Warrants
PROSPECTUS SUPPLEMENT
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April 1, 2003