TIDMHOC
RNS Number : 4855P
Hochschild Mining PLC
02 October 2013
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (SUCH TERM TO
BE UNDERSTOOD THROUGHOUT THIS ANNOUNCEMENT AS INCLUDING THE UNITED
STATES' TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, SOUTH AFRICA,
JAPAN, JERSEY OR PERU OR ANY JURISDICTION INTO WHICH THE SAME WOULD
BE 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, JAPAN, JERSEY OR PERU OR ANY JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
2 October 2013
Hochschild Mining plc announces proposed Equity Placing to raise
approximately $48-$96 million1
Hochschild Mining plc ("Hochschild" or the "Company") today
announces its intention to place between 16,905,067 and 33,810,134
new ordinary shares of 25 pence each (the "Placing") to raise
approximately $48-$96 million(1) of proceeds.
The proceeds will be used to partially fund the acquisition of
the 40% interests held by International Minerals Corporation in the
Pallancata mine and Inmaculada project (the "Peruvian Assets")
which is being announced concurrently (the "Acquisition"). Prior to
the Acquisition, Hochschild holds a 60% interest in the Peruvian
Assets. Please refer to the acquisition announcement published on 2
October 2013 for further details of the Acquisition. Please note
that completion of the Placing is not conditional on the closing of
the Acquisition, which is subject to a number of conditions,
including approval of the Company's shareholders in an
extraordinary general meeting to be held in due course.
On 21 August 2013, Hochschild published its interim results for
the six months ended 30 June 2013. Hochschild is of the view that
there has been no significant change to the Group's trading and
prospects since that date. Hochschild remains on track to produce
20 million attributable silver equivalent ounces in 2013. In
addition, since Hochschild's interim results, there has been no
material change to the overall level of cost savings expected to be
delivered as part of the Company's cashflow optimisation programme,
first announced in May 2013.
Hochschild expects the Acquisition to be earnings enhancing in
the first full year of ownership.
Eduardo Hochschild, Executive Chairman of Hochschild, has
provided an irrevocable undertaking to vote all his current
shareholding in Hochschild, representing, in aggregate, 182,415,206
shares, or 54.0% of the currently issued share capital, as well as
all shares that he indirectly subscribes to as part of the Placing,
in favour of the Acquisition at an extraordinary general meeting of
Hochschild shareholders that will be convened in due course to
approve the Acquisition.
The Placing
Under the terms and conditions of the Placing, Hochschild
intends to place between 16,905,067 and 33,810,134 Placing Shares,
representing approximately 4.99%-9.99% of the Company's existing
issued ordinary share capital immediately prior to the Placing, to
raise approximately $48-$96 million(1) .
The Placing is being conducted, subject to the satisfaction of
certain conditions, through an accelerated book-building process to
be carried out by Merrill Lynch International ("BofA Merrill
Lynch") and Goldman Sachs International ("GSI") who are acting as
joint bookrunners in relation to the Placing (together, the "Joint
Bookrunners"). Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") is
acting as co-manager in relation to the Placing. The book will open
at 7am BST. The timing of the closing of the book, the identity of
persons (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been
given (whether orally or in writing) ("Placees"), pricing and the
basis of the allocations are at the discretion of the Company and
the Joint Bookrunners. The number of Placing Shares and the price
at which the Placing Shares are to be placed (the "Placing Price")
will be agreed by the Company with the Joint Bookrunners at the
close of the book-building process. Details of the number of
Placing Shares and the Placing Price will be announced as soon as
practicable after the close of the book-building process.
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue of the Placing Shares. The Placing
will be made on a non-pre-emptive basis.
The Company will apply for admission of the Placing Shares to
trading on the premium segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market of the London Stock Exchange (together, "Admission"). It is
expected that Admission will take place and that trading will
commence on 8 October 2013. As part of the Placing, subject to
customary exceptions, (i) the Company has agreed that they will not
issue or sell Ordinary Shares for a period ending 90 days after
Admission, and (ii) each of the directors of the Company who hold
Ordinary Shares have agreed that they will not sell Ordinary Shares
for a period ending 180 days after Admission, in each case without
the prior written consent of the Joint Bookrunners.
The Placing is conditional, inter alia, upon Admission becoming
effective and the placing agreement made between the Company and
the Joint Bookrunners becoming unconditional and not being
terminated. It is anticipated that the settlement date will be 7
October 2013.
In connection with the Placing, Eduardo Hochschild has
irrevocably undertaken to subscribe, through Inversiones Pacasmayo
S.A. (an entity controlled by him), for the lower of (i) such
number of Placing Shares as is equal to an amount representing not
more than 4.99 per cent. of the total issued share capital of the
Company prior to completion of the Placing and (ii) such number of
Placing Shares as results in an aggregate consideration of an
amount equal to not less than $50,000,000 being payable for such
Placing Shares such that immediately following completion of the
Placing, Eduardo Hochschild will indirectly hold not less than
50.1% of the total issued share capital of the Company on a fully
diluted basis. This commitment is subject to the Placing proceeding
in accordance with the terms of the Placing Agreement and the
Placing Agreement not being terminated prior to Admission.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be
making an offer on the Terms and Conditions and providing the
representations, warranties, acknowledgements and undertakings
contained in the Appendix.
______________________________________________________________________
Enquiries:
Hochschild Mining plc
Charles Gordon +44 (0)20 7907 2934
Head of Investor Relations
BofA Merrill Lynch +44 (0)20 7628 1000
Omar Davis
Ken McLaren
Edward Peel (Corporate Broking)
Matthew Blawat (Corporate Broking)
Goldman Sachs International +44 (0)20 7774 1000
Richard Cormack
Dominic Lee
Adrian Beidas
Duncan Stewart
_____________________________________________________________________
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 almost fifty years' experience in
the mining of precious metal epithermal vein deposits and currently
operates four underground epithermal vein mines, three located in
southern Peru and one in southern Argentina. Hochschild also has
numerous long-term projects throughout the Americas.
Notes and Disclaimers
Note: All dollar amounts in this announcement refer to U.S.
dollars.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations, financial condition
and performance and which involve a number of risks and
uncertainties. The Company cautions readers that no forward-looking
statement is a guarantee of future performance and that actual
results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements sometimes use words
such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", or other words of similar
meaning. Examples of forward-looking statements include, amongst
others, statements regarding the Company's probable, inferred or
contingent mineral resources or reserves, future financial
position, income growth, impairment charges, business strategy,
projected levels of growth in the banking and financial markets,
projected costs, estimates of capital expenditure, and plans,
dividend growth and objectives for future operations of the Company
and other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not
limited to, UK and Peruvian domestic and global economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in interest rates and
foreign exchange rates, the policies
and actions of governmental and regulatory authorities, changes
in legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of future explorations,
acquisitions and other strategic transactions and the impact of
competition. A number of these factors are beyond the Company's
control. In addition, even if the results of operations, financial
position and liquidity, and the development of the markets and the
industry in which the Company operates are consistent with the
forward-looking statements contained in this Announcement, those
results or developments may not be indicative of results or
developments in subsequent periods.
As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the
Company's forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements which are not
guarantees of future performance. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only
as of the date of this document, reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's operations, results of operations, growth
strategy and liquidity. Investors should specifically consider the
factors identified in this Announcement which could cause actual
results to differ before making an investment decision. Subject to
the requirements of the Prospectus Rules, the Disclosure and
Transparency Rules and the Listing Rules or applicable law, the
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
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 Joint Bookrunners or any of their
Affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement, including the Appendix, or any
other written or oral information made available to or publicly
available to any interested party or its advisers, and any
responsibility or liability therefor is expressly disclaimed. This
Announcement has been issued by and is the sole responsibility of
the Company.
BofA Merrill Lynch, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for Hochschild and no-one else in connection with the
Placing. BofA Merrill Lynch will not regard any other person as its
client in relation to the Placing and will not be responsible to
anyone other than Hochschild for providing the protections afforded
to its clients, nor for providing advice in relation to the
Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
GSI, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Hochschild and
no-one else in connection with the Placing. GSI will not regard any
other person as its client in relation to the Placing and will not
be responsible to anyone other than Hochschild for providing the
protections afforded to its clients, nor for providing advice in
relation to the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
BBVA, is a Spanish Bank authorised and regulated by the Bank of
Spain, is acting exclusively for Hochschild and no-one else in
connection with the Placing. BBVA will not regard any other person
as its client in relation to the Placing and will not be
responsible to anyone other than Hochschild for providing the
protections afforded to its clients, nor for providing advice in
relation to the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company or BofA
Merrill Lynch or GSI or any of their respective Affiliates that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
BofA Merrill Lynch and GSI to inform themselves about and to
observe such restrictions.
The price of shares and the income from them (if any) may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares. No statement in this
Announcement is intended to be a profit forecast or profit
estimate.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE 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, AS AMENDED BY DIRECTIVE
2010/73/EU TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE OF
THE EEA (THE "PROSPECTUS DIRECTIVE")), AND/OR (B) PERSONS IN THE
UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I)
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(1) OR ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
(INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OR ACQUISITION OF ANY SECURITIES IN THE
COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF ANY
PLACING SHARES.
Placees will be deemed to have read and understood this
Announcement, including the 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 the Appendix. In particular, each such Placee
represents, warrants and acknowledges that:
(i) it is a Relevant Person (as defined above) and undertakes
that it will acquire, purchase, subscribe for, hold, manage or
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
(ii) is outside the United States and is subscribing and/or
purchasing the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it
exercises sole investment discretion in an "offshore transaction"
(within the meaning of Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act")) or if it
is not outside the United States, is a qualified institutional
buyer ("QIB") within the meaning of Rule 144A under the Securities
Act, and has duly executed an investor representation letter in the
form provided to it and has delivered the same to the Joint
Bookrunners; and
(iii) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
subscribed for or acquired by it in the Placing will not be
subscribed for or 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 circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a Member
State of the European Economic Area which has implemented the
Prospectus Directive to Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
each such proposed offer or resale.
This Announcement does not constitute or form part of an offer
or solicitation to purchase or subscribe for shares in the capital
of the Company in the United States, Canada, Australia, South
Africa, Japan, Jersey or Peru or any jurisdiction in which such an
offer or solicitation is unlawful. In particular, the Placing
Shares referred to in this Announcement have not been, and will not
be, registered under the Securities Act or under the securities
legislation of any state of the United States, and may not be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent registration except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Placing Shares
referred to in this Announcement are being offered and sold only
outside the United States in "offshore transactions" (as defined in
Regulation S) meeting the requirements of Regulation S and may be
made within the United States to institutional investors who are
QIBs in transactions that are exempt from, or not subject to, the
registration requirements under the Securities Act. No public
offering of securities of the Company will be made in connection
with the Placing in the United Kingdom, the United States,
Australia, Canada, Japan, South Africa, Jersey, Peru or
elsewhere.
The relevant clearances have not been, and 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, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, South Africa, Jersey or
Peru.
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, Australia, Canada, Japan, Jersey, South Africa, Peru 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 any 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 unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
Residents of South Africa are subject to exchange control
regulations as issued from time to time by the Exchange Control
Division of the SARB and are advised to seek independent advice
regarding any permissions that may be required of the Exchange
Control Division of the SARB with regard to the acquisition of
Placing Shares by any resident of South Africa. To the extent that
Placing Shares are offered for subscription, acquisition or sale in
South Africa, such offer is being effected in terms of section 144
of the South African Companies Act and does not constitute an offer
to the public or any sector of the public within the meaning of the
South African Companies Act.
This Announcement relates to an Exempt Offer in accordance with
the Offered Securities Rules of the DFSA. This Announcement is
intended for distribution only to persons of a type specified in
the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no
responsibility for reviewing or verifying any documents in
connection with Exempt Offers. The DFSA has not approved this
Announcement nor taken steps to verify the information set forth
herein and has no responsibility for this Announcement. The Placing
Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective subscribers of
the Placing Shares should conduct their own due diligence on the
Placing Shares. If you do not understand the contents of this
Announcement you should consult an authorised financial
adviser.
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. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
APPENDIX
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at the end of
this Appendix.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners have today entered into an agreement with
the Company (the "Placing Agreement") under which, subject to the
conditions set out in that agreement, the Joint Bookrunners, as
agents for and on behalf of the Company, have agreed to use
reasonable endeavours to procure placees (the "Placees") for
between 16,905,067 and 33,810,134 new ordinary shares in the
capital of the Company of 25 pence each (the "Placing Shares") at a
price determined following completion of an accelerated bookbuild
process in respect of the Placing (the "Bookbuild") described in
this Announcement and set out in the Placing Agreement. Subject to
agreement with the Company as to the number and price of the
Placing Shares to be placed with the Placees, to the extent that
such Placees fail to pay for all the Placing Shares, the Joint
Bookrunners have agreed to purchase those Placing Shares for which
payment at the agreed price has not been received.
The Company has also appointed the Joint Bookrunners as
underwriters for the purposes of underwriting the settlement of the
Placing at such price, to the extent such a price is agreed and set
out in an executed version of the Terms of Sale and the Joint
Bookrunners have accepted such appointment in connection with the
Placing relying on the representations and warranties and subject
to the terms and conditions set out in the Placing Agreement.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares of 25 pence each in the
capital of the Company (the "Ordinary Shares"), including the right
to receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
The Placing Shares will be issued free of any pre-emption
rights, encumbrance, lien or other security interest. The Company
confirms that it is entitled to allot the Placing Shares pursuant
to section 551 of the Companies Act 2006 as amended and that
section 561 of that Act does not apply to such allotment.
Lock-up
As part of the Placing, subject to customary exceptions, (i) the
Company has agreed that they will not issue or sell Ordinary Shares
for a period ending 90 days after Admission, and (ii) each of the
directors of the Company who hold Ordinary Shares have agreed that
they will not sell Ordinary Shares for a period ending 180 days
after Admission, in each case without the prior written consent of
the Joint Bookrunners. The Placing Agreement does not prevent the
Company from granting or satisfying exercises of options granted
pursuant to the terms of existing employee share schemes of the
Company as disclosed in publicly available information
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority (the
"FCA") as the competent authority for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA (the "Official List") for the purposes of Part VI of FSMA and
to the London Stock Exchange plc (the "London Stock Exchange") for
admission of the Placing Shares to trading on its main market for
listed securities (together, "Admission"). It is expected that
Admission will become effective on or around 8.00 a.m. on 7 October
2013 and that dealings in the Placing Shares will commence at that
time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild 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.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1 The Joint Bookrunners are acting as joint bookrunners and
agents of the Company in connection with the Placing.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by either of
the Joint Bookrunners. Each of the Joint Bookrunners and their
respective affiliates are entitled to enter bids in the Bookbuild
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 BofA Merrill Lynch of shares in JerseyCo, pursuant to the
Subscription and 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. BofA Merrill Lynch will procure the allotment by the
Company of such Placing Shares to Placees by effecting the
necessary transfer from BofA Merrill Lynch to the Company of shares
in JerseyCo.
4 The Bookbuild 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 number of Placing
Shares to be issued will be agreed between the Joint Bookrunners
and the Company following completion of the Bookbuild. Any discount
to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules of the FCA. The Placing Price and
the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
5 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales or equity capital markets contact
at either of the Joint Bookrunners. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at either the Placing Price, which is ultimately
established by the Company and 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 in paragraph 9
below. Each Joint Bookrunner reserves the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of
the bids shall be at the Joint Bookrunners' absolute
discretion.
6 The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 2 October 2013 but may be closed earlier or later
at the sole discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild 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 prospective Placee's allocation (its "Placing
Participation") will be agreed between the Company and the Joint
Bookrunners and will be confirmed orally by one of the Joint
Bookrunners as agent of the Company following the close of the
Bookbuild. That oral confirmation will constitute an irrevocable
and legally binding commitment upon that person (who will at that
point become a Placee) in favour of the Company and the Joint
Bookrunners to subscribe for the number of Placing Shares allocated
to it at the Placing Price on these Terms and Conditions and in
accordance with the Company's articles of association.
8 Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the Joint
Bookrunners. These Terms and Conditions will be deemed incorporated
in that contract note.
9 Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the Joint Bookrunners as principal,
to pay to the Joint Bookrunners (or as they may direct) in cleared
funds at the time referred to in paragraph 13 below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each Placee's obligation
will be owed to the relevant Joint Bookrunner. The Company shall
allot such Placing Shares to each Placee following each Placee's
payment to the Joint Bookrunners of such amount and the transfer to
the Company by BofA Merrill Lynch of shares in JerseyCo pursuant to
the Subscription and Transfer Agreement.
10 Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company, (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 Bookbuild has closed to any
person submitting a bid after that time. The acceptance of bids
shall be at the absolute discretion of the Joint Bookrunners in
agreement with the Company.
11 A bid in the Bookbuild 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
consent of the Joint Bookrunners, will not be capable of variation
or revocation after the time at which it is submitted.
12 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.
13 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
14 All obligations under the Bookbuild and the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the Placing
Agreement".
15 By participating in the Bookbuild, 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.
16 To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective Affiliates nor any
person acting on their behalf shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither of the
Joint Bookrunners nor any of their respective Affiliates nor any
person acting on their behalf shall have any responsibility or
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Bookbuild or of such alternative method of effecting the
Placing as the Joint Bookrunners and the Company may determine.
17 No prospectus
No offering document, prospectus or admission document has been
or will be prepared in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement (including this Appendix) released by the Company
today, and any Exchange Information (as defined below) previously
published by the Company and subject to the further terms set forth
in the contract note to be provided to prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
the publicly available information released by or on behalf of the
Company 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 (other than publicly available information)
or the Joint Bookrunners or their respective Affiliates (other than
the amount of the relevant Placing Participation in the oral
confirmation given to Placees and the contract note referred to
below) or any other person and neither of the Joint Bookrunners,
none of their respective Affiliates, any persons acting on their
behalf or the Company nor any other person will be 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
By accepting a participation in the Placing, each Placee
acknowledges that its agreement to subscribe for Placing Shares is
not by way of acceptance of a public offer made by way of a
prospectus, but is by way of a collateral contract made pursuant to
these Terms and Conditions.
18 In addition, either of the Joint Bookrunners or their
respective Affiliates may enter into financing arrangements and
swaps with investors in connection with which the Joint Bookrunners
or their respective Affiliates may from time to time acquire, hold
or dispose of Ordinary Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement are conditional on:
1 in the opinion of either Joint Bookrunner, acting in good
faith, no Material Adverse Effect having occurred or having been
made public (whether or not foreseeable at the date of the Placing
Agreement) since the execution of the Placing Agreement;
2 the execution of the Terms of Sale by the Joint Bookrunners
and the Company by no later 5.30 p.m. on 2 October 2013 (or such
later time and/or date as the Company and the Joint Bookrunners may
agree in writing);
3 publication by the Company of the Pricing Announcement by 6.00
p.m. on 2 October 2013 (or such later time and/or date as the
Company and the Joint Bookrunners may agree in writing);
4 the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
5 Admission occurring by not later than 8.00 a.m. on the day
falling three business days after the trade date (as notified to
the Company by the Joint Bookrunners) or such later time and/or
date as the Company and the Joint Bookrunners may agree, such date
not being later than the Final Date;
6 the Company having complied with all of the agreements and
undertakings and satisfied or performed all of the conditions and
obligations on its part to be performed or satisfied under the
Placing Agreement on or before Admission, save to the extent that,
in the opinion of the Joint Bookrunners, acting jointly and in good
faith, consider any failure to comply with, perform or satisfy the
same is not material in the context of the Company, the Group as a
whole, the Placing or Admission;
7 the Joint Bookrunners having received, on the Closing Date,
certain signed legal opinions dated as of the Closing Date;
8 the representations, warranties and undertakings of the
Company contained in the Placing Agreement being true and accurate
and not misleading on and as of each of (i) the date of the Placing
Agreement, (ii) execution of the Terms of Sale (iii) the Time of
Sale and (iv) immediately prior to Admission, in each case, by
reference to the facts and circumstances then existing;
9 the delivery by the Company to the Joint Bookrunners
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;
10 the Subscription and Transfer Agreement having been duly
executed and delivered by the Company and JerseyCo, 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;
11 the option agreement to be entered into between the Company,
BofA Merrill Lynch 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;
12 the Arrangement Agreement remaining in full force and effect
and not having lapsed or been terminated prior to Admission and no
event having arisen at any time prior to Admission which gives any
party to the Arrangement Agreement a right to terminate it (for
which purpose it shall be assumed that there is no ability to cure
the matter or event giving rise to the right to terminate the
Arrangement Agreement and that there is no notice period required
for termination);
13 the Irrevocable Commitment Letter remaining in full force and
effect and not having lapsed or been terminated prior to Admission;
and
14 the delivery to the Joint Bookrunners 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 are not fulfilled or, where
permitted, waived by the Joint Bookrunners, by the time and/or date
specified therein (or such later time and/or date as the Company
and the Joint Bookrunners may agree in writing), (ii) any of the
conditions contained in the Placing Agreement become incapable of
being satisfied, or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and
each Placee's 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 the Placee in respect
thereof.
The Joint Bookrunners shall, acting jointly, be entitled in
their absolute discretion and upon such terms as they may think
fit, extend the time for the satisfaction of any condition or 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 condition in the Placing Agreement
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Joint Bookrunners, the Company or any other person
shall have any responsibility or liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision made as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision made as to the
satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Termination of the Placing Agreement
Either Joint Bookrunner, in its absolute discretion, is
entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing
Shares by giving notice to the Company if:
1 there has been a breach by the Company of any of its
obligations under the Placing Agreement, which any Joint
Bookrunner, acting in good faith, considers to be material in the
context of the Company, the Group taken as a whole, the Placing or
Admission;
2 any statement contained in any of the Placing Documents
becomes untrue, incorrect or misleading in any respect, or any
matter arises, which would, if the Placing was made at that time,
constitute a material omission from such Placing Document or a
material omission from or misleading inaccuracy in the information
made publicly available by the Company since 31 December 2012, or
any of them, and which, in any such case, any Joint Bookrunner,
acting in good faith, considers to be adverse and material in the
context of the Company, the Group taken as a whole, the Placing or
Admission;
3 the representations, warranties and undertakings contained in
the Placing Agreement or any of them are not true and accurate or
have become misleading (or would not be true and accurate or would
be misleading if repeated at any time before Admission) in respect
of a matter which, in the opinion of any Joint Bookrunner (acting
in good faith) is material in the context of the Company, the Group
as a whole or the Placing, by reference to the facts subsisting a
the time when the notice referred to above is given; or there has
been a breach by the Company of any of the representations,
warranties and undertakings respectively contained in or given
pursuant to the Placing Agreement, which in each case in the
opinion of the relevant Joint Bookrunner (acting in good faith) is
material in the context of the Company, the Group taken as a whole
or the Placing by reference to the facts and circumstances
subsisting at the time when the notice referred to above is
given;
4 in the opinion of any Joint Bookrunner, acting in good faith,
there shall have been a Material Adverse Effect since the date of
the Placing Agreement (whether or not foreseeable at the date of
the Placing Agreement);
5 the application of the Company for Admission is withdrawn or
refused by the FCA or the London Stock Exchange;
6 if Admission of the Ordinary Shares on the London Stock
Exchange has been withdrawn, or the listing or trading in any
Ordinary Shares has been suspended or limited by the UK Listing
Authority or the London Stock Exchange, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices
have been required, by any of said exchanges or by such system or
by order of the regulatory authorities of the United Kingdom or any
other governmental or self-regulatory authority, or a material
disruption has occurred in commercial banking or shares settlement
or clearance services in the United States, United Kingdom or in
Europe, in each case the effect of which is such as to make it, in
the judgement of either Joint Bookrunner, acting in good faith,
impracticable or inadvisable to market the Placing Shares or to
enforce contracts for the sale of the Placing Shares; or
7 there shall have occurred, in the opinion of the Joint
Bookrunners (acting in good faith), since the date of the Placing
Agreement (i) any material adverse change in the financial markets
in the United States, the United Kingdom, member states of the EEA
or Peru, (ii) a change or development likely to result in a change
in national or international financial, political, economic or
stock market conditions (primary or secondary), (iii) an incident
of terrorism, outbreak or escalation of hostilities, war,
declaration of martial law or any other calamity or crisis, (iv) a
suspension or material limitation in trading of securities
generally or the securities of the Company on any stock exchange or
minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of such exchanges, or
a material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States,
Peru or in the EEA, (v) an adverse change or a prospective adverse
change since the date of the Placing Agreement in Peruvian, United
States or United Kingdom taxation affecting the Shares or the
transfer thereof or exchange controls have been imposed by Peru,
the United States, the United Kingdom or a member state of the EEA,
or (vi) any change in currency exchange rates or exchange controls
or a disruption of settlement systems or a material disruption or
general moratorium in commercial banking has been declared by the
United States, the United Kingdom, a member state of the EEA or
Peru authorities, in each case the effect of which (either singly
or in the aggregate) in the opinion of any Joint Bookrunner (acting
in good faith) is (i) such as would be likely to prejudice the
success of the offering and distribution of the Placing Shares,
(ii) such as to make it impracticable or inadvisable to market the
Placing Shares or to enforce contracts for the sale of the Placing
Shares or (iii) otherwise material in the context of the Company,
the Group taken as a whole, the Placing or Admission.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions and all obligations under these Terms and
Conditions will automatically terminate.
By participating in the Placing, Placees agree that the exercise
by either Joint Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the respective Joint Bookrunner and that it need not
make any reference to Placees in this regard and that, to the
fullest extent permitted by law, the Joint Bookrunners shall have
no responsibility or liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
By participating in the Placing, Placees agree that their
commitment is irrevocable and not terminable by them in any
circumstances.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00B1FW5029) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"), using
the delivery versus payment mechanism, subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in the Joint Bookrunners'
reasonable opinion, 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.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to BofA Merrill Lynch (as settlement bank) and settlement
instructions. Placees should settle against CREST ID: 686. It is
expected that such contract note will be despatched on 7 October
2013 and that this will also be the trade date.
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 BofA Merrill Lynch.
The Company will deliver the Placing Shares to a CREST account
operated by BofA Merrill Lynch (as settlement bank) as agent for
the Company and BofA Merrill Lynch (as settlement bank) will enter
its delivery (DEL) instruction into the CREST system. BofA Merrill
Lynch will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 7 October 2013 on a
T+3 basis in accordance with the instructions given to BofA Merrill
Lynch (as settlement bank).
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 Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company'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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or 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 contract note 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 to as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (together with interest
and penalties) is payable in respect of the issue of the Placing
Shares, neither the Joint Bookrunners nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each Joint Bookrunner (in their capacity as underwriters of
the settlement risk of the Placing Shares and joint bookrunners and
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares as set out below. Each Placee (and any person
acting on such Placee's behalf):
1 represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for the Placing Shares is subject to and based upon
all the terms, conditions, warranties, acknowledgements, agreements
and undertakings and other information contained herein;
2 acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;
3 acknowledges and agrees that (a) the Ordinary Shares are
listed on the premium segment of the Official List of the UK
Listing Authority, admitted to trading on the main market for
listed securities of the London Stock Exchange, and that the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
the FCA and/or the London Stock Exchange (collectively, 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 financial years and that it has reviewed such Exchange
Information; (b) it is able to obtain or access such Exchange
Information and further publicly available information on the
Company's website that it deems necessary or appropriate and
sufficient in making an investment decision without undue
difficulty, and is able to obtain access to comparable information
concerning any other publicly traded company as it requires,
without undue difficulty; and (c) in making its investment decision
it has not relied on any information relating to the Company made
at any time by any person, other than the Exchange Information and
other information that has been made publicly available by the
Company (including this Announcement);
4 acknowledges that neither of the Joint Bookrunners nor the
Company nor any of their respective Affiliates nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material or information regarding the Placing Shares,
the Placing or the Company or any other person other than this
Announcement; nor has it requested any of the Joint Bookrunners,
the Company, any of their respective Affiliates or any person
acting on behalf of any of them to provide it with any such
material or information. Each Placee further represents, warrants
and agrees that (i) the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement,
any Exchange Information and other information that has been made
publicly available by the Company, such information being all that
it deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares; (ii) it has
neither received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Joint Bookrunners or the Company; (iii) neither the Joint
Bookrunners nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement and (iv) it will not hold the Joint Bookrunners or any of
their associates or any person acting on their behalf responsible
or liable for any misstatements in or omission from any Exchange
Information or other publicly available information relating to the
Company's group (whether in written or oral form);
5 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither the
Joint Bookrunners, their Affiliates nor any person acting on their
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 liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement, any
information previously published by or on behalf of the Company or
otherwise. Each Placee further acknowledges and agrees that it has
conducted its own independent investigation and appraisal of the
business, results, financial condition, prospects,
creditworthiness, status and affairs of the Company and will make
its own investment decision in submitting a bid in the Placing
based upon its own judgement, due diligence and analysis, and that
neither any view expressed by the Joint Bookrunners nor anything
contained in any documents provided to it by or on behalf of the
Company or the Joint Bookrunners or any of their respective
affiliates, or their or their affiliates' respective directors,
employees, agents or representatives, including any press
announcement, shall form the basis of any commitment or contract
whatsoever;
6 acknowledges that neither of the Joint Bookrunners nor any
person acting on behalf of either of them nor any of their
respective Affiliates has or shall have any responsibility or
liability for any Exchange Information, 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;
7 in making any decision to subscribe for the Placing Shares,
confirms that (i) it has knowledge, sophistication and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of acquiring the Placing
Shares; (ii) 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, has adequate means of providing
for its current and contingent needs and has no need for liquidity
with respect to its Placing Participation; (iii) it has had
sufficient time to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the tax, legal, currency and other economic considerations relevant
to such investment and (iv) it will not look to the Company, the
Joint Bookrunners, any of their respective Affiliates or any person
acting on their behalf for all or part of any such loss or losses
it or they may suffer;
8 understands and agrees that it has not relied and may not rely
on any investigation that the Joint Bookrunners or any person
acting on their behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and neither Joint
Bookrunner has made any representation to it, express or implied,
with respect to the merits of the Placing, the acquisition of the
Placing Shares, or as to the condition, financial or otherwise, of
the Company and its Affiliates, or as to any other matter relating
thereto, and nothing herein shall be construed as a recommendation
to it to purchase the Placing Shares;
9 acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Joint Bookrunners, any of their Affiliates or any person
acting on the Joint Bookrunners' or any of their Affiliates' behalf
and understands that (i) none of the Joint Bookrunners, their
Affiliates nor any person acting on their behalf has or shall have
any liability for public information or any representation; (ii)
none of the Joint Bookrunners, their Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
document or otherwise; and (iii) that none of the Joint
Bookrunners, their Affiliates nor any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
10 acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares to which it will
be entitled, and required, to subscribe for, and that the Company
may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
11 confirms that it has (i) fully observed the laws of all
relevant jurisdictions which apply to it, (ii) obtained all
governmental and other consents which may be required and complied
with all relevant formalities, and (iii) not taken any action
(including without limitation the acceptance of its Placing Shares)
which will or may result in the Company or the Joint Bookrunners
(or any of them) being in breach of a legal or regulatory
requirement of any territory in connection with the Placing and the
other arrangements described in this Announcement and that it has
obtained all other necessary consents and authorities required to
enable it to give its commitment to acquire the relevant Placing
Shares and to perform its obligations under these Terms and
Conditions;
12 represents and warrants that it has complied with and will
continue to comply with or take all appropriate action required
under the Criminal Justice Act 1993 and section 118 of the FSMA,
and separately, under the Proceeds of Crime Act 2002, the Money
Laundering Regulations 2012 and any other applicable legislation
concerning the prevention of money laundering (the "Money
Laundering Regulations") and, if it is making payment on behalf of
a third party, it has obtained and recorded satisfactory evidence
to verify the identity of the third party as may be required by the
Money Laundering Regulations;
13 represents and warrants that if it has received any
confidential price sensitive information about the Company in
advance of the Placing, it has not (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in
the securities of the Company; or (iii) disclosed such information
to any person, prior to such information being made generally
available;
14 represents and warrants that (i) it and any person acting on
its behalf has capacity and authority and is otherwise entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory outside the UK; (iii) it has not
taken any action which will or may result in the Company, the Joint
Bookrunners, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
of any territory in connection with the Placing and (iv) the
subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
15 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 at the due time and on the due date set out
herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other Placees or
sold as the Joint Bookrunners may in their absolute discretion
determine and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this document) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
16 undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) itself or
(b) its nominee, as the case may be; (ii) neither Joint Bookrunner
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax (together with interest and penalties)
resulting from a failure to observe this requirement and (iii) each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing on the basis that the Placing Shares
will be allotted to the CREST stock account of BofA Merrill Lynch
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions
with payment for the Placing Shares being made simultaneously upon
receipt of the Placing Shares in the Placee's stock account on a
delivery versus payment basis;
17 represents and warrants that it is not, and it is not
applying as nominee(s) or agent(s) for, a person/person(s) who is
(are) or may be a person mentioned in sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If a Placee is a nominee, applying as nominee(s) or agent(s) for, a
person/person(s) who is (are) or may be a person mentioned in
sections 67, 70, 93 and 96 of the Finance Act 1986 (the depositary
receipts and clearance services provisions), such Placee should
note that it shall be liable for any stamp duty and stamp duty
reserve tax and all other transfer, capital, registration,
documentation or other similar duties or taxes (including any
interest and penalties relating thereto) payable in or outside the
United Kingdom by it or any other person on the acquisition by it
of any Placing Shares or the agreement by it to acquire any Placing
Shares by virtue of being such a person;
18 acknowledges that these Terms and Conditions and 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;
19 acknowledges that the Joint Bookrunners and the Company and
their respective Affiliates will rely upon the truth and accuracy
of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises the Joint Bookrunners to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
20 agrees to indemnify on an after-tax basis and hold the
Company, the Joint Bookrunners, any of their respective Affiliates
and any person acting on their behalf 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. No claim shall be made against the Company, the Joint
Bookrunners, their respective affiliates or any other person acting
on behalf of any of such persons by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of
or arising from the carrying out by it of the work to be done by it
pursuant hereto or the performance of its obligations hereunder or
otherwise in connection with the Placing;
21 acknowledges that it irrevocably appoints any director or
managing director of either of the Joint Bookrunners as its agent
for the purposes of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it
to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;
22 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the contract note 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 conduct of the Placing;
23 acknowledges and agrees that neither Joint Bookrunner nor
their affiliates nor any other person acting on behalf of any such
persons (i) owe any fiduciary or other duties to it or any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement and (ii) except for any
liability which cannot by law be excluded, accept any
responsibility in relation to the Placing;
24 acknowledges and agrees that each Joint Bookrunner is acting
solely for the Company and no-one else in connection with the
Placing and, in particular, is not providing any service to the
Placees, making any recommendations to the Placees, advising the
Placees regarding the suitability of any transactions they may
enter into to subscribe, acquire, purchase or transfer any shares
nor providing advice to them in relation to the Company, the
Placing or the Placing Shares 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 neither Joint Bookrunner has any duties
or responsibilities to any Placee for providing the protections
afforded to its clients 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 the Joint Bookrunners'
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
25 acknowledges that in connection with the Placing, the Joint
Bookrunners and any of their respective Affiliates acting as an
investor for its own account may purchase shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to any of the
Joint Bookrunners and any Affiliate acting in such capacity.
Neither the Joint Bookrunners nor any of their respective
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so;
26 acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Australia, Canada, Japan, South Africa, Jersey, Peru or any
other jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, in or into such
jurisdictions;
27 confirms that (i) it is not within, does not have a
registered address in and is not a resident, citizen or national of
the United States, Australia, Canada, Japan, South Africa, Jersey,
Peru or any other jurisdiction in which it is unlawful to make or
accept an offer to acquire the Placing Shares; and (ii) it is not
acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any such Placing Shares into the United States, Australia,
Canada, Japan, South Africa, Jersey, Peruor any other jurisdiction
in which it is unlawful to make or accept an offer to acquire the
Placing Shares, in each case subject to certain exceptions;
28 if it is in South Africa, either (i) if it is (a) a bank
registered or provisionally registered in terms of the Joint
Bookrunners Act, 1990 (Act No 94 of 1990); or (b) a mutual bank
registered or provisionally registered in terms of the Mutual Banks
Act, 1993 (Act No 124 of 1993);or (c) a long-term insurer as
defined in the Long Term Insurance Act, 1998 (Act No 52 of 1998);
or (d) a short-term insurer as defined in the Short Term Insurance
Act, 1998 (Act No 53 of 1998) and in each case is acting as
principal and the wholly-owned subsidiaries of such entities will
also fall within the exemption when they act as agent in the
capacity of authorised portfolio manager for a pension fund
registered in terms of the Pension Funds Act, 1956 (Act No 24 of
1956), or as manager of a collective investment scheme registered
in terms of the Collective Investment Schemes Control Act, 2002
(Act No 45 of 2002); or (ii) if none of the above, it will directly
subscribe for the Placing Shares in such amount as is more in value
than the equivalent of ZAR 1,000,000;
29 represents and warrants that, if resident in Australia it is
a professional investor and for the purposes of section 708(11) of
the Corporations Act 2001 (Cth) of Australia, the minimum amount to
be paid by it for the Placing Shares to be subscribed for by it
will be not less than AUD500,000;
30 represents and warrants that, if resident in Australia it is
not acquiring the Placing Shares for the purpose of resale,
transfer or the granting, issuing or transferring interests in, or
options over them and will not offer any Placing Shares for resale
in Australia within 12 months of any such Placing Shares being
issued to it unless the resale offer is exempt from the requirement
to issue a disclosure document under section 708 of the
Corporations Act 2001 (Cth) of Australia;
31 acknowledges that the Placing Shares have not been and will
not be qualified by a prospectus under Canadian Securities Laws and
are not being offered or sold to any person in any Canadian
jurisdiction;
32 represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
(i) it is duly authorised to do so, (ii) it is and will remain
liable to the Company and/or the Joint Bookrunners for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person), (iii) it is both an "authorised person" for the purposes
of FSMA and a "qualified investor" ("Qualified Investor") as
defined in the Prospectus Directive acting as agent for such person
and that it is a person whose ordinary activities involve (as
principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that
it will (as principal or agent) acquire, hold, manage or dispose of
its Placing Shares for the purposes of its business, and (iv) such
person is either (1) a "qualified investor" as referred to at
section 86(7) of FSMA or (2) a "client" (as defined in section
86(2) of FSMA) of its that has engaged it to act as such client's
agent on terms which enable it to make decisions concerning the
Placing or any other offers of transferable securities on such
client's behalf without reference to such client;
33 represents and warrants that it will subscribe for any
Placing Shares for which it subscribes for its account or for one
or more accounts as to each of which it exercises sole investment
discretion, it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account and it is authorised in writing by each managed account to
acquire the Placing Shares for each managed account;
34 if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
35 if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares subscribed for by it in the Placing will not be
subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for 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 to Qualified
Investors, or in circumstances in which the prior written consent
of the Joint Bookrunners has been given to the proposed offer or
resale;
36 confirms that it will not offer or sell any of the Placing
Shares which may be acquired by it, in which such offer or sale is
not authorised under these Terms and Conditions, or to any person
to whom it is unlawful to make such offer, sale or invitation
except under circumstances that will result in compliance with any
applicable laws and/or regulations;
37 acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are Qualified Investors and 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 Qualified Investors 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;
38 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 Qualified Investors 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 FSMA;
39 acknowledges that no action has been or will be taken by the
Company, the Joint Bookrunners or any person acting on behalf of
the Company or the Joint Bookrunners that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
40 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;
41 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;
42 represents and warrants that it is a person falling within
Article 19(1), Article 19(5) and/or Article 49(2)(a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or is a person to whom this Announcement may otherwise be
lawfully communicated;
43 confirms that it will not distribute or publish any
publication or document in relation to the Placing Shares except in
any circumstances which will be in compliance with all applicable
laws and regulations;
44 acknowledges that (i) the Placing Shares are being offered
and sold pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
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 (ii) the Company has not
been registered as an "investment company" under the United States
Investment Company Act of 1940, as amended;
45 represents and warrants that unless it is a QIB in the United
States to which the Placing Shares will be offered pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, it is, or at the
time the Placing Shares are acquired, it will (a) be outside the
United States and is not acquiring the Placing Shares for the
account or benefit of any person located in the United States,
unless the instruction to acquire was received from a person
outside the United States and the person giving such instruction
has confirmed that it has the authority to give such instruction,
and that either (i) it has investment discretion over such account
or (ii) it is an investment manager of an investment company, (b)
is acquiring the Placing Shares in an "offshore transaction" (as
defined in Regulation S) and (c) will not offer or sell, directly
or indirectly, any of the Placing Shares except in an "offshore
transaction" in accordance with Regulation S or in the United
States pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act;
46 represents and warrants that it is not taking and will not
take up any Placing Shares as a result of any "directed selling
efforts" as that term is defined in Regulation S under the
Securities Act or "general solicitation" or "general advertising"
within the meaning of Regulation D under the Securities Act;
and
47 if the Placing Shares were offered to it in the United
States, it 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 ("ERISA") and the US Securities Act,
(ii) 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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company and each of the Joint Bookrunners (for their
own benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. The Company, the Joint Bookrunners and others will
rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements. The Placing Shares
will be issued subject to the terms and conditions of this
Appendix. The agreement to settle a Placee's subscription (and/or
the subscription of 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 the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person whose business either is or includes issuing
depositary receipts or the provision of clearance services. If
there are any such arrangements, or the settlement relates to any
other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. 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 capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other similar
impost, duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the subscription by them of any Placing Shares or
the agreement by them to subscribe for any Placing Shares.
Placees should note that the Company shall have no obligation to
recognise any offer, sale, pledge or other transfer made other than
in compliance with the restrictions on transfer set forth and
described herein and that the Company may make notation on its
records or give instructions to any transfer agent or registrar of
the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with any of either of the Joint Bookrunners on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The 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 the 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.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of each of the Joint Bookrunners and the
Company under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
DEFINITIONS
In this Announcement:
"2010 PD Amending Directive" means Directive 2010/73/EU;
"Acquisition" means the proposed acquisition by a member of the
Group of the Target;
"Admission" means the admission of the Placing Shares to the
premium listing segment of the Official List becoming effective in
accordance with the Listing Rules and the admission of the Placing
Shares to trading on the London Stock Exchange's market for listed
securities becoming effective in accordance with the Admission and
Disclosure Standards;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
promulgated under the Securities Act or Rule 405 under the
Securities Act, as applicable;
"Announcement" means this announcement (including the Appendix
to this Announcement);
"Arrangement Agreement" means the arrangement agreement to be
entered into by the Company, the Target, HOC Holdings Canada Inc.
and 0980507 B.C. LTD. to give effect to the Acquisition by way of a
plan of arrangement under the Business Corporations Act (Yukon
Territory), as amended;
"AUD" means Australian Dollars, the lawful currency of
Australia;
"BofA Merrill Lynch" means Merrill Lynch International;
"Bookbuild" means the process to be carried out by the Banks in
seeking to procure Placees for the Placing Shares, as described in
this Announcement and subject to the terms and conditions set out
in this Announcement and the Placing Agreement;
"Closing Date" means the date specified as such in the executed
Terms of Sale;
"Company" means Hochschild Mining plc;
"CREST" means the relevant system, as defined in the
Uncertificated Securities Regulations 2001 (SI 2001/3755) (in
respect of which Euroclear UK & Ireland Limited is the
operator);
"DFSA" means the Dubai Financial Services Authority;
"FCA" means the Financial Conduct Authority;
"Final Date" means 10 October 2013;
"FSMA" means the Financial Services and Markets Act 2000,
including any supplements or amendments thereto and regulations
made pursuant thereto;
"Group" means the Company and its subsidiary undertakings from
time to time including, where the context requires, any one or more
of such companies;
"GSI" means Goldman Sachs International;
"Irrevocable Commitment Letter" means the irrevocable
undertaking given by Eduardo Hochschild to the Joint Bookrunners in
relation to Inversiones Pacasmayo S.A.'s (an entity controlled by
Eduardo Hochschild) subscription for Placing Shares pursuant to the
Placing;
"JerseyCo" means Skyfall Jersey Limited, a Jersey incorporated
company;
"Joint Bookrunners" means GSI and BofA Merrill Lynch, and "Joint
Bookrunner" shall be construed accordingly;
"London Stock Exchange" means the London Stock Exchange plc;
"Material Adverse Effect" means any material adverse change in,
or any development reasonably likely to involve a material adverse
change in or affecting, the condition (financial, operational,
legal or otherwise), earnings, business, management, assets,
rights, operations or prospects of the Company or the Group as a
whole, whether or not arising in the ordinary course of
business;
"Ordinary Share" means an ordinary share of 25p each in the
capital of the Company;
"Placee" means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given;
"Placing" means the placing of the Placing Shares with Placees
to be effected by the Banks pursuant to and subject to the terms
and conditions of the Placing Agreement and, if executed, the Terms
of Sale;
"Placing Agreement" means the placing agreement dated 2 October
2013 between the Company and the Joint Bookrunners in respect of
the Placing;
"Placing Documents" means this Announcement and any other
document or announcement issued or to be issued by the Company or
distributed or to be distributed to potential Placees in connection
with the Placing;
"Placing Price" means the price per Placing Share determined by
the Banks pursuant to the Bookbuild and notified to the Company by
the Banks in accordance with the Placing Agreement and recorded in
the Terms of Sale substantially in the form set out in Schedule 1
of the Placing Agreement;
"Placing Shares" means between 16,905,067 and 33,810,134
Ordinary Shares to be issued pursuant to the Placing;
"Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive);
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means an information service
that is approved by the FCA and on the FCA's list of Registered
Information Services;
"SARB" means the South African Reserve Bank;
"Securities Act" means the US Securities Act of 1933, as
amended;
"South Africa" means the Republic of South Africa;
"South African Companies Act" means the Companies Act No. 61 of
1973 of South Africa, as amended;
"Subscription and Transfer Agreement" means the subscription and
transfer agreement entered into between BofA Merrill Lynch, the
Company and JerseyCo on 2 October 2013;
"Target" means International Minerals Corporation, a Canadian
company listed on the Toronto Stock Exchange and the Swiss Stock
Exchange and quoted on the Frankfurt Stock Exchange;
"Terms and Conditions" means the terms and conditions of the
Placing set out in the Appendix to this Announcement;
"Terms of Sale" means the terms of sale setting out, inter alia,
the Placing Price, proposed to be entered into by the Joint
Bookrunners and the Company substantially in the form set out in
Schedule 1 of the Placing Agreement;
"Time of Sale" means 5.30 p.m. on 2 October 2013;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
"ZAR" means the South African Rand, the lawful currency of South
Africa;
"GBP" means the lawful currency of the United Kingdom; and
"$" means the lawful currency of the United States.
1 Based on 1 October 2013 closing Hochschild share price.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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