TIDMHOC
RNS Number : 5758P
Hochschild Mining PLC
19 October 2021
_____________________________________________________________________________________
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BE IN BREACH OF APPLICABLE LAWS.
For immediate release
19 October 2021
Proposed demerger of Aclara Resources Inc. on the TSX
Publication of Circular and Notice of Extraordinary General
Meeting
Hochschild Mining PLC ("Hochschild" or the "Company") (LSE: HOC)
(OTCQX: HCHDF) today announces that, further to the announcement
earlier today in relation to the proposed demerger of Aclara
Resources Inc. ("Aclara") from the group (the "Demerger") and the
proposed listing of the entire issued share capital of Aclara on
the Toronto Stock Exchange ("TSX"), a shareholder circular relating
to the Demerger (the "Circular") has now been published.
The Company urges all shareholders of the Company
("Shareholders") to read the Circular carefully as it contains
important information in relation to the Demerger. As described in
the Circular, the board of directors of the Company unanimously
recommends that all Shareholders vote in favour of the resolution
relating to the Demerger being proposed at the Extraordinary
General Meeting (as defined below).
Terms used but not defined in this announcement have the same
meaning as set out in the Circular.
Extraordinary General Meeting
The Circular includes a Notice of Extraordinary General Meeting
(the "Notice") convening an extraordinary general meeting to be
held at the offices of Skadden, Arps, Slate, Meagher & Flom
(UK) LLP, 21st Floor, 40 Bank Street, London E14 5DS at 10:00 a.m.
on Friday 5 November 2021 (the "Extraordinary General
Meeting").
The Company has taken a number of precautionary measures to help
prevent the spread of COVID-19 at the Extraordinary General
Meeting. As an alternative to attending the meeting in person,
Shareholders are encouraged to complete and return a proxy to the
Company's registrar in accordance with the instructions set out in
the Notice and appoint the Chairman of the Extraordinary General
Meeting as proxy.
Shareholders who wish to attend the Extraordinary General
Meeting must register their intention to do so by contacting
info@hocplc.com as soon as possible and, in any event, by no later
than 10:00 a.m. on Wednesday 3 November 2021, so that appropriate
arrangements can be made.
Information relating to any changes to the Extraordinary General
Meeting, including in response to government advice regarding
COVID-19, will be communicated to Shareholders before the
Extraordinary General Meeting through announcements via a
Regulatory Information Service and the Company's website at
www.hochschildmining.com.
Further, for the safety of others, a Shareholder or proxy will
only be permitted to attend the Extraordinary General Meeting if he
or she: (i) is not experiencing any of the symptoms connected with
COVID-19; (ii) has not been advised to self-quarantine in line with
government guidance; and (iii) either (a) has been fully vaccinated
and can submit proof of his or her vaccination status either in the
form of the NHS COVID Pass or in the form of a duly completed
COVID-19 vaccination card, or (b) can provide evidence of a
negative result of a lateral flow test (or nucleic acid test, LAMP
test or other antigen test) taken no more than 48 hours prior to
the Extraordinary General Meeting (or, in the case of any
adjournment of the Extraordinary General Meeting, not later than 48
hours before the time fixed for the holding of the adjourned
meeting).
Availability of the Circular
Copies of the Circular and certain other documents in relation
to the Demerger are available for inspection at the Company's
website at www.hochschildmining.com.
Expected timetable of principal events
Each of the times and dates in the below is indicative only and
may be subject to change by the Company, in which event details of
the new times and dates will be notified to Shareholders by
announcement through a Regulatory Information Service.
Time and Date
Publication and posting of this Circular and the Notice of
Extraordinary General Meeting ............. ..................
Tuesday 19 October 2021
Latest time and date for receipt of proxy appointments and CREST
Proxy Instructions from Shareholders
in respect of the Extraordinary General
Meeting..............................................................................
10:00 a.m. on Wednesday 3 November 2021
Extraordinary General
Meeting.....................................................................................................................
10:00 a.m. on Friday 5 November 2021
Record Time for determining entitlement to the Demerger Dividend
...........................................................................................
A date before D
Demerger Dividend of Demerged Aclara
Shares..............................................................................................................Shortly
prior to Listing on D
Listing of, and commencement of dealings in, Aclara
Shares...............................A date ("D") expected to be
before the end of 2021
Despatch of direct registration advices in respect of Demerged
Aclara
Shares.................................................... Following Listing on D
_____________________________________________________________________________________
Enquiries:
Hochschild Mining PLC
Charles Gordon
+44 (0)20 3709 3264
Head of Investor Relations
Hudson Sandler
Charlie Jack +44 (0)207 796 4133
Public Relations
_____________________________________________________________________________________
About Hochschild Mining PLC
Hochschild Mining PLC is a leading precious metals company
listed on the London Stock Exchange (HOCM.L / HOC LN) and
crosstrades on the OTCQX Best Market in the U.S. (HCHDF), with a
primary focus on the exploration, mining, processing and sale of
silver and gold. Hochschild has over fifty years' experience in the
mining of precious metal epithermal vein deposits and currently
operates three underground epithermal vein mines, two located in
southern Peru and one in southern Argentina. Hochschild also has
numerous long-term projects throughout the Americas.
_____________________________________________________________________________________
Important Information
The distribution of this announcement in certain jurisdictions
may be restricted by law and, therefore, persons into whose
possession this announcement comes should inform themselves and
observe any such restrictions in relation to the Company's shares,
the Aclara Shares and this announcement, including those in the
paragraphs that follow. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken or will be taken in
any jurisdiction that would permit possession or distribution of
this announcement in any country or jurisdiction where action for
that purpose is required. Accordingly, this announcement may not be
distributed or published in any jurisdiction where to do so would
breach any securities laws or regulations of any such jurisdiction
or give rise to an obligation to obtain any consent, approval or
permission, or to make any application, filing or registration.
Failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of such
jurisdictions.
This announcement does not constitute an offer to sell,
subscribe or purchaser or the solicitation of an offer to sell,
subscribe for or purchase any shares of the Company, any Aclara
Shares or any other securities in any jurisdiction. The Aclara
Shares have not been and will not be registered under the
applicable securities law of Japan, Australia or the Republic of
South Africa and, subject certain limited exceptions, may not be
offered for sale or sold, directly or indirectly, in or into Japan,
Australia or the Republic of South Africa. Prior to completion of
the Demerger, Aclara intends to file a long form prospectus with
the securities regulatory authorities in each of the provinces and
territories of Canada (excluding Quebec) in order to qualify the
distribution of the Aclara Shares issuable pursuant to the Demerger
such that, following completion of the Demerger, all of the Aclara
Shares issuable pursuant to the Demerger shall be freely tradeable
in Canada and over the facilities of the Toronto Stock Exchange
under applicable Canadian securities laws. The Aclara Shares have
not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered or sold within the United States, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act. None of the
US Securities and Exchange Commission, any other US federal or
state securities commission or any US regulatory authority has
approved or disapproved of the Aclara Shares nor have such
authorities passed upon or endorsed the merits of the Aclara Shares
or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
This announcement is not an offer or solicitation to purchase or
invest in any securities of the Company or Aclara. It is not a
prospectus within the meaning of the Swiss Financial Services Act,
or within the meaning of any securities laws or regulations of
Switzerland. Neither this announcement nor any other offering or
marketing material relating to the Company's shares or the Aclara
Shares has been or will be filed with or approved by any Swiss
regulatory authority.
Nothing in this announcement should be construed as a profit
forecast.
LEI: 549300JK10TVQ3CCJQ89
- ends -
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