TIDMHOC
RNS Number : 4013A
Hochschild Mining PLC
07 October 2009
?
________________________________________________________________________
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA,
SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
7 October 2009
Hochschild announces proposed Equity Placing and Convertible Bond Offering
to raise up to $250 million
* Placing of up to 30.735 million ordinary shares of 25 pence to raise
approximately $150 million
* Convertible Bond Offering of approximately $100 million
* Expected combined gross proceeds of up to $250 million will provide Hochschild
with the financial resources to:
* Pursue further acquisition opportunities in key mining districts
* Allow further investments in Lake Shore Gold and Gold Resource Corporation
* Fund value-added investment in existing operations and exploration projects
* Pre-pay $85 million of the Company's $200 million syndicated loan facility
Hochschild Mining plc ("Hochschild" or the "Company") today announces its
intention to place up to 30.735 million new ordinary shares (the "Placing") and
raise approximately $100 million through an offering of senior unsecured
Convertible Bonds (the "Convertible Bonds") due 2014 ("the Bond Offering"). The
proposed Placing and Bond Offering (together "the Offering") are expected to
raise up to $250 million and the proceeds will be used to advance the Company's
growth strategy and to refinance existing debt.
As disclosed in the Interim Results in August 2009 and the Interim Management
Statement ("IMS") published today, the Company continues to deliver strong
operational and financial performance. Production for the 9 months to 30
September 2009 is up 18% year-on-year to 21.4 million attributable silver
equivalent ounces and the Company confirms that it remains on track to achieve
its full year production target of 28 million attributable silver equivalent
ounces.
Miguel Aramburú, Chief Executive Officer commented;
"Since our IPO in 2006 we have consistently delivered on our strategy of organic
growth, exploration and selective acquisition while maintaining a rigorous focus
on cost and cash management. We are well positioned to benefit from further
investment in our asset base as well as further selective M&A opportunities and
have therefore decided to raise additional capital to provide the financial
flexibility to consolidate our position in key mining districts and develop our
project pipeline. We are optimistic about the value that we have already
generated by our investments and we are committed to working closely with our
partners to deliver further value to our shareholders."
The Placing
Under the terms and conditions of the Placing, Hochschild intends to place up to
30.735 million ordinary shares of 25 pence each (the "Placing Shares"),
representing approximately 9.9% of the Company's existing issued ordinary share
capital, to raise up to $150 million. The Placing is being conducted through an
accelerated bookbuild (the "Bookbuild") which will be launched immediately
following this announcement. Goldman Sachs International ("GSI") and J.P. Morgan
Cazenove ("JPMC") are acting as joint bookrunners (the "Joint
Bookrunners"), (JPMC is a marketing name for the UK Investment Banking business
of J.P. Morgan Securities Ltd).
Eduardo Hochschild, the Company's majority shareholder and Executive Chairman,
will be committing a total of $5 million to the Placing and will be diluted as
result. The Company's freefloat is also expected to increase as a result of the
transaction.
The number of Placing Shares and the price at which the Placing Shares are to be
placed will be determined at the close of the Bookbuild process and will be
announced shortly thereafter. The timing for the close of the Bookbuild, pricing
and allocations is at the absolute discretion of the Joint Bookrunners.
Preference in allocation of the Placing Shares will be given to existing
shareholders of the Company.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of Hochschild,
including the right to receive all dividends and other distributions declared,
made or, paid after the date of the issue. Application will be made for the
Placing Shares to be admitted to the Official List of the Financial Services
Authority (the "FSA"), and to be admitted to trading by the London Stock
Exchange plc (the "London Stock Exchange") on its main market for listed
securities (together "Admission"). Settlement of payment for the Placing Shares
issued pursuant to the Placing, as well as Admission, is expected to take place
on 12 October 2009 (the "Closing Date"). The Placing is conditional on Admission
becoming effective.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this announcement in its entirety (including the Appendix) and to
be making such offer on the terms and conditions and providing the
representations, warranties and acknowledgements, contained in the Appendix to
this announcement.
The Placing is not conditional on the Bond Offering. Your attention is drawn to
the detailed terms and conditions of the Placing described below.
Convertible Bond Offering
The Company is offering approximately $100 million of senior unsecured
Convertible Bonds due 2014 which will be convertible into fully paid ordinary
shares ("Ordinary Shares") of 25 pence each of the Company. Prior to shareholder
approval being obtained, the holders of the Bonds will receive cash instead of
Ordinary Shares upon conversion of the Bonds. The final size of the Offering
will be determined at the time of pricing, which is expected to be later today.
The Bonds are expected to have a coupon of 5.75% to 6.5% per annum payable
semi-annually in equal installments in arrears save for the first and last short
coupons. The initial conversion price is expected to be set at a premium of
between 30% and 35% to the clearing price of the concurrent Placing price.
The Convertible Bonds will be issued at 100% of their principal amount and,
unless previously redeemed, converted or purchased and cancelled, will mature on
the fifth anniversary of the issue of the Bonds in 2014. The final terms of the
Convertible Bonds are expected to be announced today and, subject to shareholder
approval at an EGM expected to be held on 27 October 2009, settlement and
delivery of the Bonds are expected on or about 20 October 2009. GSI and JPMC are
acting as Joint Bookrunners.
Application will be made to the FSA in its capacity as competent authority (the
"United Kingdom Listing Authority") under the Financial Services and Markets Act
2000 "FSMA") for the Bonds to be admitted to the Official List of the United
Kingdom Listing Authority and to the London Stock Exchange for the Bonds to be
admitted to trading on the London Stock Exchange's Professional Securities
Market. Listing particulars will be prepared in connection with the listing of
the Bonds.
Rationale and proceeds
The net proceeds from the Placing and the Convertible Bond Offering will serve
to reinforce the Company's balance sheet after a successful period of value
added investment and acquisition and provide increased financial flexibility to:
* Pursue further acquisition opportunities in key mining districts
* Allow further investments in Lake Shore Gold and Gold Resource Corporation
* Fund value-added investment in existing operations and exploration projects
* Pre-pay $85 million of the Company's $200 million syndicated loan facility
Following an extremely active 18 months, in which the Company has spent
approximately $340 million on acquisitions and investments, the additional
funding will enable Hochschild to pursue further opportunities in key mining
districts within the Americas.
On 27 August 2009, Hochschild's strategic partner, Lake Shore Gold, announced a
definitive business combination agreement to acquire all of the outstanding
common shares of West Timmins Mining Inc. ("WTM"). The transaction will create
the new large-scale, wholly-owned Timmins West Gold Mine Complex, an extension
of the world class Timmins gold mining trend which has supplied approximately 70
million ounces of gold over the last century.
As a result of the business combination, Hochschild's 40% stake in Lake Shore
Gold, which is currently valued at over $600 million, would be diluted to
approximately 27% on completion. The Board of Lake Shore Gold has committed to
look at ways in which Hochschild can return to a 40% shareholding in the
enlarged company. Hochschild remains committed to the strategic alliance with
Lake Shore Gold and will evaluate the merits of these options. Under the terms
of the existing agreement with Lake Shore Gold, Hochschild is unable to increase
its holding above 40% until November 2010.
The growth prospects for Lake Shore Gold are impressive with current production
targets of 30,000 ounces of gold by the end of 2009, increasing to 100,000
ounces in 2010 and 200,000 ounces in 2011. The new Timmins West Gold Mine
Complex will consist of Lake Shore Gold's 100%-owned Timmins Mine with existing
mine infrastructure, the Thunder Creek property, where high-grade intercepts
have been reported within 800 metres of the Timmins shaft, and an extensive land
package of adjacent exploration properties, giving Lake Shore Gold a leading
position in this highly prospective area.
Additionally, Hochschild has the right to increase its stake in Gold Resource
Corporation ("GRC") from 24% to 40%, with the full support of the GRC board.
GRC, which has a current market capitalisation in excess of $315 million, is a
precious metals mining company with a number of 100% owned, high grade
development projects in southern Mexico including the El Aguila project. This
project is scheduled to begin production by the end of 2009 and the company
expects to produce approximately 70,000 ounces of gold (4.2 million silver
equivalent ounces) in its first full year of production. Hochschild is extremely
confident about the long term potential of this investment. After the standstill
period ends in February 2011, Hochschild can purchase additional shares in GRC
without restriction.
The Company is focused on producing profitable ounces and continues to identify
and invest in projects which increase long term operational efficiency. In the
past year, the Company has completed plant expansions at three of its operations
which increased production capacity by 29% and also the construction of new
power lines in Peru and Argentina ensuring a cost effective and reliable supply
of energy. Furthermore, in June 2009, the Company announced the project to
convert Arcata's production to doré which will improve operational efficiency,
maximise revenue, lower working capital requirements and allow the Company to
benefit from more stable commercial terms. The project is on schedule for
completion in 2010.
Proceeds will be also used to pre-pay the first three instalments (totalling $85
million) of the Company's existing syndicated loan facility of $200 million in
order to extend its debt maturity until 2014 and provide increased financial
flexibility in 2010. Following this transaction, the next repayment will not be
due until July 2011. The remaining, reduced level of term debt is due to be
repaid by early 2013 under the terms of the original agreement.
As stated in its IMS announced today, the Company's production continues to grow
and the financial flexibility provided by these proceeds will allow it to
further invest in existing operations and exploration activities to enhance its
portfolio and add long term value for shareholders.
=------------------------------------------------------------------------------
=----------------------------------------
Enquiries:
Hochschild Mining plc
Isabel Lütgendorf+44 (0)20 7907 2934
Head of Investor Relations
Finsbury
Robin Walker+44 (0)20 7251 3801
Public Relations
__________________________________________________________________
About Hochschild Mining plc:
Hochschild Mining plc is a leading precious metals company listed on the London
Stock Exchange (HOCM.L / HOC LN) with a primary focus on the exploration,
mining, processing and sale of silver and gold. Hochschild has over forty years'
experience in the mining of precious metal epithermal vein deposits and
currently operates four underground epithermal vein mines, three located in
southern Peru, one in southern Argentina and one open pit mine in northern
Mexico. Hochschild also has numerous long-term prospects throughout the
Americas.
This announcement is for information only and, save as expressly set out herein,
does not constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice in any
jurisdiction, including without limitation, the United Kingdom, the United
States, Australia, Canada, South Africa or Japan. Persons needing advice should
consult an independent financial adviser.
This announcement has been issued by and is the sole responsibility of
Hochschild Mining plc (the "Company"). Goldman Sachs International, J.P. Morgan
Cazenove Limited and J.P. Morgan Securities Ltd (together, the "Banks"), which
are authorised and regulated in the United Kingdom by the Financial Services
Authority, are acting for the Company and for no-one else in relation to the
Placing and Bond Offering (together, the "Transaction"), and will not be
responsible to any other person for providing the protections afforded to each
of its respective clients nor for providing advice in connection with the
Transaction. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this announcement or any
other written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
The distribution of this announcement and the placing of the Placing Shares and
the Convertible Bonds as set out in this announcement in certain jurisdictions
may be restricted by law. No action has been taken by the Company or the Banks
that would permit an offering of such securities or possession or distribution
of this announcement or any other offering or publicity material relating to
such securities in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and the Banks to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience
in matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act
(Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth
entities falling within Article 49(2)(a) to (d) of the Order, and other persons
to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). This announcement must not be acted or
relied on in the United Kingdom by persons who are not relevant persons.
This document is not a Prospectus but an advertisement and investors should not
subscribe for any securities referred to in this document except on the basis of
the information contained in the IMS or otherwise in the public domain. The
content of the Company's website accessible by hyperlinks on the Company's
website neither is incorporated in, nor forms part of, this document.
This announcement contains certain forward looking statements, including such
statements within the meaning of Section 27A of the US Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended. In particular, such forward looking statements may
relate to matters such as the business, strategy, investments, production, major
projects and their contribution to expected production and other plans of the
Company and its current goals, assumptions and expectations relating to its
future financial condition, performance and results.
Forward-looking statements include, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"plans", "estimates" and words of similar import. By their nature, forward
looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that will or may occur in the future. Actual
results, performance or achievements of the Company may be materially different
from any future results, performance or achievements expressed or implied by
such forward looking statements. Factors that could cause or contribute to
differences between the actual results, performance or achievements of the
Company and current expectations include, but are not limited to, legislative,
fiscal and regulatory developments, competitive conditions, technological
developments, exchange rate fluctuations and general economic conditions. These
factors, risks and uncertainties are referred to in the section of this
announcement entitled 'Risks' which, in turn, refers to matters disclosed in the
Risk Management section of the 2008 Annual Report. Past performance is no guide
to future performance and persons needing advice should consult an independent
financial adviser.
The forward looking statements reflect knowledge and information available at
the date of preparation of this announcement. Except as required by the Listing
Rules and applicable law, the Board of the Company does not undertake any
obligation to update or change any forward looking statements to reflect events
occurring after the date of this announcement.
The Placing Shares have not been, and will not be, registered under the
Securities Act or under the laws of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws.
The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds have
not been and will not be registered under the Securities Act, and the Bonds,
which are in bearer form, are subject to U.S. tax law requirements. The Bonds
and the Ordinary Shares to be issued upon conversion of the Bonds may not be
offered, sold or delivered within the United States or to U.S. persons (as
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended)
except in certain transactions permitted by U.S. tax regulations and the
Securities Act.
Subject to certain exceptions, this announcement does not constitute an offer to
sell or issue or the solicitation of an offer to buy or acquire securities of
the Company in the United States, Australia, Canada, South Africa or Japan or
any jurisdiction in which such an offer or solicitation is unlawful. No money,
securities or other consideration is being solicited and, if sent in response to
the information herein, will not be accepted. There will be no public offer of
any securities of the Company in the United States or elsewhere.
Any indication in this announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a profit or
production forecast and no statement in this announcement should be interpreted
to mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
APPENDIX: FURTHER DETAILS OF THE PLACING
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY IMPLEMENTING MEASURE ADOPTED BY ANY
MEMBER STATE (THE "PROSPECTUS DIRECTIVE") OR (B) QUALIFIED INVESTORS IN THE
UNITED KINGDOM, WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES
NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR ISSUE OF ANY SECURITIES IN THE
COMPANY.
Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to acquire Placing Shares will be deemed to have
read and understood this announcement, including this appendix, in its entirety
and to be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this appendix. Unless the context otherwise requires, terms defined in the
announcement shall have the same meaning in this appendix
In this appendix, unless the context otherwise requires, "Placee" means a person
(including individuals, funds or others) making or who has made an oral or
written offer to acquire Placing Shares or on whose behalf such an offer to
acquire Placing Shares is or has been made. In particular, each such Placee
represents, warrants and acknowledges that it is:
(a) a Relevant
Person (as defined above) and undertakes that it will acquire, hold, manage or
dispose of any Placing Shares
that are allocated to it for the
purposes of its business; and
(b) either (i) outside the United
States and is subscribing for the Placing Shares in an "offshore transaction"
(within the
meaning of Regulation S under the US Securities Act of
1933 (the "US Securities Act") or (ii) a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) ("QIB") and has duly
executed an investor letter in a form
provided to it (the "QIB
Letter") and delivered the same to GSI or Cazenove Incorporated (on behalf of
JPMC) (or their
respective US broker-dealer affiliates).
This announcement is for information only and does not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for or acquire
any securities, including the Placing Shares in any jurisdiction in which such
offer or solicitation is or may be unlawful. This announcement and the
information contained herein is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or South Africa or any other state or jurisdiction in
which it would be unlawful to do so. No public offer of securities of the
Company is being made in the United Kingdom, United States or elsewhere.
In particular, the Placing Shares referred to in this announcement have not been
and will not be registered under the US Securities Act and may not be offered,
sold or transferred within the United States except pursuant to an exemption
from, or as part of a transaction not subject to, the registration requirements
of the US Securities Act. Any offering to be made in the United States will be
made to a limited number of QIBs in reliance on the exemption from registration
provided by Rule 144A under the US Securities Act or another exemption from, or
in a transaction not subject to, registration under the US Securities Act.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with or registered by the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia, Japan
or South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Canada,
Australia, Japan or South Africa or any other jurisdiction outside the United
Kingdom.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this appendix or the
announcement of which it forms part should seek appropriate advice before taking
any action.
The Placing Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the London Stock Exchange.
Details of the Placing Agreement and the Placing Shares
The Banks have entered into a Placing Agreement (the "Placing Agreement") with
the Company under which GSI and JPMC have, on the terms and subject to the
conditions set out therein, undertaken to use reasonable endeavours to procure
Placees to take up the Placing Shares at the Placing Price. Subject to the
execution of the terms of sale setting out the final number of Placing Shares
and the final Placing Price following completion of the Bookbuilding (the "Terms
of Sale"), if such Placees fail to pay for the Placing Shares at the applicable
Placing Price, GSI and JPMSL have severally (and not jointly or jointly and
severally) agreed to subscribe for such shares, and the Company has agreed to
allot or issue, as applicable, such shares to GSI and JPMSL, at the applicable
Placing Price and on the terms set out in the Placing Agreement. The Placing
Price will be determined following completion of the Bookbuilding as set out in
this announcement and the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares in the
capital of the Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.
Application for listing and admission to trading
Application will be made to the Financial Services Authority (the "FSA") for
admission of the Placing Shares to the Official List of the UK Listing Authority
(the "Official List") and to London Stock Exchange plc for admission to trading
of the Placing Shares on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective on or around
12 October 2009 and that dealings in the Placing Shares will commence at that
time.
Bookbuilding
GSI and JPMC will today commence the bookbuilding process in respect to the
Placing (the "Bookbuilding") to determine demand for participation in the
Placing by Placees. This appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be paid
to Placees or by Placees in respect of any Placing Shares.
GSI and JPMC shall be entitled to effect the Placing by such alternative method
to the Bookbuilding as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. GSI and JPMC are arranging the Placing as joint bookrunners and agents of the
Company.
2. Participation in the Placing will only be available to persons who may lawfully
be, and are, invited to participate by GSI or JPMC. GSI and JPMC are entitled to
enter bids in the Bookbuilding as principal.
3. The allotment and issue of the Placing Shares to Placees by the Company will be
in consideration of the transfer to the Company by JPMC of shares in a Jersey
incorporated company ("JerseyCo"), pursuant to a subscription and transfer
agreement entered into between JPMC, the Company and JerseyCo (the "Transfer
Agreement"). The consideration from the Company for the transfer of the shares
in JerseyCo will be satisfied by the issue of the Placing Shares to the Placees
by the Company. JPMC will procure the allotment by the Company of such Placing
Shares to Placees by effecting the necessary transfer from JPMC to the Company
of shares in JerseyCo.
4. The Bookbuilding will establish a single price payable to the Joint Bookrunners
by all Placees whose bids are successful (the "Placing Price"). The Placing
Price and the aggregate proceeds to be raised through the Placing will be
determined by the Joint Bookrunners following completion of the Bookbuilding and
any discount to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules.
5. To bid in the Bookbuilding, Placees should communicate their bid by telephone to
their usual sales contact at the relevant Joint Bookrunner. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
acquire at either the Placing Price which is ultimately established by the Joint
Bookrunners or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint Bookrunners on the basis referred to paragraph 9 below.
6. The timing of the close of the Bookbuilding will be at the discretion of the
Joint Bookrunners. The Joint Bookrunners may accept bids that are received after
the Bookbuilding has closed. The Company reserves the right (upon the Agreement
of the Joint Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing in its absolute discretion.
7. Each Placee's allocation will be confirmed to Placees orally by the relevant
Joint Bookrunners following the close of the Bookbuilding, and a trade
confirmation will be dispatched as soon as possible thereafter. The relevant
Joint Bookrunner's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that point
become a Placee) in favour of the relevant Joint Bookrunner and the Company,
under which it agrees to acquire the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this appendix and in
accordance with the Company's Memorandum and Articles of Association.
8. The Company will make a further announcement following the close of the
Bookbuilding detailing the number of Placing Shares to be issued and the price
at which Placing Shares have been placed in an announcement on a Regulatory
Information Service following the completion of the Bookbuilding (the "Pricing
announcement").
9. Subject to paragraphs 5 and 6 above, the Joint Bookrunners may choose to accept
bids, either in whole or in part, on the basis of allocations determined at
their discretion and may scale down any bids for this purpose on such basis as
it may determine. The Joint Bookrunners may also, notwithstanding paragraphs 5
and 6 above, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii) allocate
Placing Shares after the Bookbuilding has closed to any person submitting a bid
after that time.
10. A bid in the Bookbuilding will be made on the terms and subject to the
conditions in this announcement and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Joint Bookrunner's
consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the relevant Joint Bookrunner, to pay it (or as
it may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to acquire. Each
Placee's obligations will be owed to the Company and to the relevant Joint
Bookrunner.
11. Except as required by law or regulation, no press release or other announcement
will be made by the Joint Bookrunners or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation pursuant to the Placing
is confirmed, settlement for all Placing Shares to be acquired pursuant to the
Placing will be required to be made at the same time, on the basis explained
below under "Registration and Settlement".
13. All obligations under the Bookbuilding and Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Placing and
termination rights under the Placing Agreement" and to the Placing not being
terminated on the basis referred to in such section below.
14. By participating in the Bookbuilding, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
15. To the fullest extent permissible by law, none of the Joint Bookrunners, any of
their respective affiliates or any person acting on its or their behalf shall
have any responsibility or liability to Placees (or to any other person, whether
acting on behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners, any of their respective affiliates or any person acting on its or
their behalf shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Bookbuilding or of any alternative method of effecting the
Placing as the Joint Bookrunners and the Company may determine.
Conditions of the Placing and termination rights under the Placing Agreement
The Joint Bookrunners' obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
(a) Admission occurring by not later than 8.00 a.m. on 12 October 2009 or such
later date and/or date as the Company and the Joint Bookrunners may agree in
writing, such date not being later than 20 October 2009;
(b) the warranties contained in the Placing Agreement being true and accurate
and not misleading at on and as of (i) the date of the Placing Agreement, (ii)
the Time of Sale (being 5.30 p.m. on 7 October 2009) and (iii) immediately prior
to Admission;
(c) the Company not having breached any of its obligations under the Placing
Agreement to the extent the same fall to be performed prior to Admission in any
respect which the Banks, acting jointly and in good faith, consider to be
material in the context of the Company, the Company's group as a whole, the
Placing or Admission;
(d) the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;
(e) the Banks having received (on the Closing Date) certain signed legal
opinions dated as of the Closing Date (as defined in the Placing Agreement);
(f) the delivery by the Company to the Banks immediately prior to Admission of a
certificate signed for and on behalf of the Company by a duly authorised officer
of the Company in the form set out in the Placing Agreement;
(g) the execution of the Terms of Sale (which form part of the Placing
Agreement) prior to 5.15 p.m. on 7 October 2009 or such later time and/or date
as the Company and the Joint Bookrunners may agree in writing;
(h) the Transfer Agreement having become wholly unconditional except for the
condition relating to Admission and there having occurred no default or breach
by the Company or JerseyCo of its terms (including the representations,
warranties and undertakings contained therein) by the time immediately prior to
Admission;
(i) the option agreement to be entered into between the Company, JPMC and
JerseyCo having been duly executed and delivered by the Company and JerseyCo and
there having occurred no default or breach by the Company or JerseyCo of its
terms (including the representations, warranties and undertakings contained
therein) by the time immediately prior to Admission;
(j) the Pricing announcement being published through a Regulatory Information
Service by 5.30 p.m. on 7 October 2009 or such later date and/or date as the
Company and the Joint Bookrunners may agree in writing; and
(k) the delivery to the Banks of certain documents as set out in the Placing
Agreement.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares is not fulfilled or waived by the Joint Bookrunners by the
respective times or dates specified (or such later time and/or date as the
Company and the Banks may agree) in accordance with the Placing Agreement or
(ii) the Placing Agreement is terminated (see below), the Placing in relation to
the Placing Shares will lapse and the Placees rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect thereof.
The Joint Bookrunners may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement
save that the above condition (a) relating to Admission occurring may not be
waived. Any such extension or waiver will not affect Placees' commitments as set
out in this announcement.
The Joint Bookrunners are entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain circumstances,
including, but not limited to, a breach of the warranties given to the Joint
Bookrunners in the Placing Agreement, a breach by the Company of any of its
obligations under the Placing Agreement, which breach, in each case, is in the
opinion of any Bank (acting in good faith) material in the context of the
Company, the Company's group taken as a whole, the Placing or Admission, the
occurrence of, in the opinion of any Bank (acting in good faith), a material
adverse effect or the withdrawal of refusal by the FSA or the London Stock
Exchange of the application of the Company for Admission.
By participating in the Placing, Placees agree that the exercise by any Bank of
any right of termination or other right or discretion under the Placing
Agreement (including in respect of any decision it may make as to whether or not
to waive or to extend the time and/ or date for the satisfaction of any
condition to the Placing or as to the satisfaction of any condition or in
respect of the Placing generally) shall be within the absolute discretion of
that Bank, and that in determining whether or how to exercise any such right or
discretion each Bank shall be entitled to act in furtherance of its own
interests and need not make any reference to Placees or otherwise take their
interests into account and that no Bank shall have any responsibility or
liability to Placees whatsoever in connection with any such determination or
exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved
by the FSA in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this announcement and any
information previously published by the Company by notification to a Regulatory
Information Service, such information being all that such Placee deems necessary
to make an investment decision in respect of the Placing Shares. In particular,
each Placee, by accepting a participation in the Placing, acknowledges that this
announcement does not contain information that would be required to be included
in a prospectus approved by the FSA and that no financial or other information
has been provided in respect of the Company other than what is contained in this
announcement. Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on behalf of the
Company or the Joint Bookrunners or any other person and none of the Joint
Bookrunners, the Company, their respective affiliates or any person acting on
its or their behalf, or any other person will be responsible or liable for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B1FW5029) following
Admission will take place within the CREST system, subject to certain
exceptions. The Joint Bookrunners reserve the right to require settlement for
and delivery of the Placing Shares (or any portion thereof) to Placees by such
other means (including delivering the Placing Shares, or any portion thereof, in
certificated form) that they deem necessary if delivery or settlement is not
possible or practicable within the CREST system within the timetable set out in
this announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with standing arrangements in place with the relevant
Joint Bookrunner stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to the relevant Joint
Bookrunner and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in accordance
with either the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner.
It is expected that settlement will be on 12 October 2009 on a T+3 basis in
accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Joint Bookrunner may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds, for such Joint Bookrunner's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read this announcement, including the
appendix, in its entirety;
2. acknowledges that no offering document or prospectus has been prepared in
connection with the placing of the Placing Shares and represents and warrants
that it has not received a prospectus or other offering document in connection
therewith;
3. acknowledges that none of the Joint Bookrunners, the Company or any of their
respective affiliates or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company other than this announcement; nor has it requested any of
the Joint Bookrunners, the Company, any of their affiliates or any person acting
on behalf of any of them to provide it with any such information;
4. acknowledges that the content of this announcement is exclusively the
responsibility of the Company and that none of the Joint Bookrunners or any
person acting on its behalf has or shall have any responsibility or liability
for any information, representation or statement contained in this announcement
or any information previously published by or on behalf of the Company and will
not be responsible or liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in this
announcement or otherwise. Each Placee further represents, warrants and agrees
that the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing Shares is
contained in this announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by any of
the Joint Bookrunners or the Company and none of the Joint Bookrunners or the
Company will be responsible or liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement. In particular, each Placee, by accepting
a participation in the Placing, acknowledges that this announcement does not
contain information that would be required to be included in a prospectus
approved by the FSA and that no financial or other information has been provided
in respect of Company other than what is contained in this announcement. Each
Placee further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
deciding to participate in the Placing. Nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
5. acknowledges that none of the Joint Bookrunners, any of their respective
affiliates or any person acting on its or their behalf, has or shall have any
responsibility or liability for any publicly available or filed information or
any representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent misrepresentation
made by that person;
6. acknowledges that any sales in the United States will be made in reliance on
the exemption from registration provided by Rule 144A under the US Securities
Act or another exemption from, or in a transaction not subject to registration
and that any sales outside the United States are being made in accordance with
Regulation S under the US Securities Act;
7. if the Placing Shares were offered to it in the United States, represents and
warrants that in making its investment decision, (i) it has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally and the US Employee Retirement Income
Security Act of 1974, the US Investment Company Act of 1940 and the US
Securities Act, (ii) it has received all information (including the business,
financial condition, prospects, creditworthiness, status and affairs of the
Company) concerning the Company, the Placing and the Placing Shares that it
believes is necessary or appropriate in order to make an investment decision in
respect of the Company and the Placing Shares, (iii) it has extensive knowledge
and experience in financial and business matters and it is aware and understands
that an investment in the Placing Shares involves a considerable degree of risk
and no US federal or state or non-US agency has made any finding or
determination as to the fairness for investment or any recommendation or
endorsement of the Placing Shares, and (iv) it and any accounts for which it is
acting are able to bear the economic risk of an investment in the Placing
Shares, are able to sustain a complete loss of the investment in the Placing
Shares and have no need for liquidity with respect to its investment in the
Placing Shares;
8. acknowledges that it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada, Japan or South Africa, and each of
it and the beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, (i) outside the United States and acquiring
the Placing Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the US Securities Act or (ii) a QIB, and that the
Placing Shares have not been and will not be registered under the securities
legislation of the United States, Australia, Canada, Japan or South Africa and,
subject to certain exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within those jurisdictions;
9. acknowledges that it is acquiring the Placing Shares for its own account or
for one or more accounts as to each of which it exercises sole investment
discretion and each of which (if in the United States) is a QIB, for investment
purposes and not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United States and
that it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
10. acknowledges that the Placing Shares have not been and will not be
registered under the US Securities Act or with any State or other jurisdiction
of the United States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or any
other United States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act;
11. acknowledges that the Placing Shares offered and sold in the United States
are "restricted securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and, so long as the Placing Shares are "restricted securities",
it will not deposit the Placing Shares into any unrestricted depositary receipt
facility maintained by any depositary bank in respect of the Company's Ordinary
Shares;
12. acknowledges and agrees that the Placing Shares will, to the extent they are
delivered in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR
(C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE
DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY FACILITY IN RESPECT OF THE SHARES
ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK UNLESS AND UNTIL SUCH TIME AS
THIS SECURITY IS NO LONGER A "RESTRICTED SECURITY" WITHIN THE MEANING OF RULE
144(A)(3) UNDER THE SECURITIES ACT. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
13. acknowledges that no representation has been made as to the availability of
any other exemption under the US Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
14. acknowledges that the Company is subject to ongoing reporting obligations in
the United Kingdom and is therefore required to publish certain business and
financial information in accordance with the rules and practices of the United
Kingdom and relevant regulatory authorities in such jurisdiction (the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding years, and that it has reviewed
such Exchange Information as it has deemed necessary and that it is able to
obtain or access the Exchange Information without undue difficulty and none of
the Joint Bookrunners, the Company or any of their respective affiliates has
made any representations to it, express or implied, with respect to the Company,
the Placing and the Placing Shares or the accuracy, completeness or adequacy of
the Exchange Information. It understands that the Exchange Information has been
prepared in accordance with the UK format, style and context, which differs from
US format, style and context. It acknowledges and agrees that it will not hold
the Joint Bookrunners or any their respective affiliates responsible for any
misstatements in or omissions from any publicly available information concerning
the Company including (without limitation) the Exchange Information. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation;
15. represents and warrants that the issue to it, or the person specified by it
for registration as holder, of Placing Shares will not give rise to a liability
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
16. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003
(the "Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
17. if a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, represents and warrants that the Placing Shares purchased
by it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a Member State of the European Economic Area which has implemented the
Prospectus Directive other than qualified investors, or in circumstances in
which the prior consent of the relevant Joint Bookrunner has been given to the
offer or resale;
18. represents and warrants that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of the Financial Services and Markets Act 2000 ("FSMA");
19. represents and warrants that it has not offered or sold and will not offer
or sell any Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not resulted
in and which will not result in an offer to the public in any member state of
the European Economic Area within the meaning of the Prospectus Directive;
20. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;
21. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving the United Kingdom;
22. represents and warrants that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this participation
in the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement) and will honour such obligations;
23. undertakes that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this announcement on
the due time and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirors or sold as the relevant Joint Bookrunner may
in its sole discretion determine and without responsibility or liability to such
Placee;
24. acknowledges that none of the Joint Bookrunners, any of their respective
affiliates, nor any person acting on its or their behalf, is making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of either Joint
Bookrunner, and that the Joint Bookrunners have no duties or responsibilities to
it for providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25. undertakes that the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
None of the Joint Bookrunners or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Company and the Joint Bookrunners, on an
after-tax basis, in respect of the same on the basis that the Placing Shares
will be allotted to the CREST stock account of the relevant Joint Bookrunner who
will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
26. acknowledges that any agreements entered into by it pursuant to these terms
and conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter arising out of any
such contract, except that enforcement proceedings in respect of the obligation
to make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
27. agrees that the Company, the Joint Bookrunners and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to each of the Joint Bookrunners on its own behalf and on behalf of the Company
and are irrevocable;
28. agrees to indemnify, on an after-tax basis, and hold the Company, the Joint
Bookrunners and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising out
of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this appendix and further
agrees that the provisions of this appendix shall survive after completion of
the Placing;
29. acknowledges that its commitment to acquire Placing Shares on the terms set
out herein will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
30. acknowledges that no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on its or their behalf that would, or
is intended to, permit a public offer of the Placing Shares in any country or
jurisdiction where any action for that purpose is required;
31. acknowledges that it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and risks
of acquiring the Placing Shares. It further acknowledges that it is experienced
in investing in securities of this nature and is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon its own
examination and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks involved;
and
32. if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and conditions.
The agreement to settle a Placees acquisition (and/or the acquisition by a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to an acquisition
by it and/or such person direct from the Company for the Placing Shares in
question. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such arrangements, or
the settlement related to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible. If this is the case, each Placee should
seek its own advice and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee, and any person acting on behalf of a Placee, acknowledges that the
Joint Bookrunners are not acting in a fiduciary, advisory or any other capacity
with respect to it or its interests and accordingly, owes it no obligations of
any nature whatsoever, other than those expressly set out in this appendix.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that any of the Joint Bookrunners or any of their respective affiliates
may, at its absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint
Bookrunner, any money held in an account with that Joint Bookrunner on behalf of
that Placee and/or any person acting on behalf of that Placee will not be
treated as client money within the meaning of the rules and regulations of the
FSA made under FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the relevant Joint Bookrunners money in
accordance with the client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business and a Placee will rank only as a
general creditor of the relevant Joint Bookrunner.
All times and dates in this announcement may be subject to amendment. The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEADEXEDENFFE
Hochschild Mining (LSE:HOC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hochschild Mining (LSE:HOC)
Historical Stock Chart
From Jul 2023 to Jul 2024
