TIDMHOC
RNS Number : 3346H
J.P. Morgan Securities PLC.
02 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
02 December 2020
Proposed secondary placing of shares in Hochschild Mining
plc
Pelham Investment Corporation (the "Seller") announces today its
intention to sell approximately 62 million ordinary shares of
Hochschild Mining plc (the "Company") (the "Placing Shares"),
representing approximately 12 per cent. of the Company's existing
issued ordinary share capital, through a placing to institutional
investors (the "Placing"). The Seller is a company owned by Mr
Eduardo Hochschild, Chairman of the Company, through which he holds
his shareholding in the Company. Following the Placing, the Seller
is expected to hold approximately 197 million shares representing
approximately 38 per cent. of the Company's issued ordinary share
capital.
The Placing Shares will be offered to institutional investors
(the "Placees") through an accelerated bookbuild to be carried out
by J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove") acting as sole bookrunner. The books for the Placing
will open with immediate effect. In relation to the interim
dividend announced 20 November 2020, as settlement of the Placing
Shares will occur after the Record Date of 04 December 2020, the
Placees will not be entitled to receive the interim dividend
payments.
The sale is subject to demand, price and market conditions, and,
in particular, the number of Placing Shares may be changed. The
identity of Placees and the basis of the allocations are at the
discretion of the Seller and J.P. Morgan Cazenove. The price at
which the Placing Shares are to be placed and the final number of
Placing Shares will be agreed by the Seller and J.P. Morgan
Cazenove at the close of the bookbuilding process. The details will
be announced as soon as practicable after the close of the
bookbuilding process.
Mr Hochschild's family founded Hochschild Mining over one
hundred years ago and he remains committed to the Company in the
long-term. Nevertheless, Mr Hochschild believes now is an
appropriate moment to recycle some capital from his holding in the
Company to facilitate investments elsewhere across his existing
businesses and in new opportunities.
Mr Hochschild reiterates his firm belief in the Company's future
and his confidence in the Company's current management team to
continue delivering strong operating results as they have done this
year in exceptionally challenging circumstances. He believes the
Company's growth strategy has the potential to create significant
shareholder value and he looks forward to sharing in this value
creation process with fellow shareholders with his significant
remaining holding. Furthermore, the Placing provides an opportunity
to increase the free float of the Company which in turn should
enhance liquidity to the benefit of all shareholders.
Mr Hochschild will continue to serve as Chairman of the Company
and, pursuant to the relationship agreement between the Company and
the Seller, the Seller will retain the right to nominate up to two
directors to the Company's Board. Mr Hochschild confirms he has no
intention to reduce his shareholding to a level where these
entitlements would lapse. In line with that commitment, and as part
of the Placing, the Seller has agreed that it will not, for the
period ending on the later of (i) 90 days after completion of the
Placing; and (ii) the date of publication of the audited accounts
of the Company for the financial year ending 31 December 2020,
offer, sell or otherwise transfer any shares from its remaining
shareholding in the Company, subject to customary exceptions.
The Company will not receive any proceeds from the Placing.
Enquiries:
J.P. Morgan Cazenove +44 207 742 4000
Jamie Riddell
Barry Meyers
This announcement is made in accordance with Article 19 of the
EU Market Abuse Regulation 596/2014.
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, South Africa,
Japan or any other jurisdiction and the securities referred to
herein have not been registered under the securities laws of any
such jurisdiction. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in the United States, absent registration
under or an exemption from, or transaction not subject to, the
registration requirements of, the Securities Act. No public
offering of securities is being made in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA"), this
announcement and any offer of Placing Shares if made subsequently
is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation ("Qualified
Investors"). For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. In the United Kingdom
this announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged
in only with, Qualified Investors who are (i) investment
professionals falling with Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons
to whom an offer of the Placing Shares may otherwise be lawfully
communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should
not take any action on the basis of this announcement and should
not act or rely on it.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Company and its shares.
Such information has not been independently verified and the Seller
and J.P. Morgan Cazenove are not responsible, and expressly
disclaim any liability, for such information. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this announcement
or its accuracy or completeness.
In connection with the Placing, J.P. Morgan Cazenove or any of
its affiliates may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase, sell
or offer to sell for its own account such Placing Shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to the Placing
Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by J.P. Morgan
Cazenove and any of its affiliates acting as investors for their
own accounts. J.P. Morgan Cazenove does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Hochschild Mining or its shares.
This announcement does not constitute a recommendation
concerning the Placing. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Acquiring Placing Shares to which
this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the entity or person concerned. This announcement does
not represent the announcement of a definitive agreement to proceed
with the Placing and, accordingly, there can be no certainty that
the Placing will proceed. The Seller reserves the right not to
proceed with the Placing or to vary the terms of the offering in
any way.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory
Authority ("PRA") and regulated by the Financial Conduct Authority
and the PRA. J.P. Morgan Cazenove is acting for the Seller only in
connection with the Placing and no one else, and will not be
responsible to anyone other than the Seller for providing the
protections offered to its clients nor for providing advice in
relation to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
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END
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