TIDMHOC
RNS Number : 4983U
Hochschild Mining PLC
03 December 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
For immediate release
3 December 2021
Demerger and Listing of Aclara Resources Inc. on the TSX
Demerger Dividend
Further to the announcements on 19 October 2021 and 18 November
2021, Hochschild Mining PLC ("Hochschild" or "the Company") (LSE:
HOC) (OTCQX: HCHDF) confirms that the securities regulatory
authorities in each of the provinces and territories of Canada
(other than Québec) (the "Relevant Authorities") issued a receipt
for the final prospectus dated 2 December 2021 in connection with
the initial public offering (the "Offering") of Aclara Resources
Inc. ("Aclara"). Accordingly, Aclara has entered into an
underwriting agreement in respect of the Offering of 35,000,000
Aclara Shares at a price of C$1.70 per Aclara Share (the "Offering
Price"), for gross proceeds of C$59,500,000. The Offering is
expected to close on or about 10 December 2021, subject to
customary closing conditions.
In addition to the Offering, pursuant to subscription agreements
entered into between Aclara and each of the Company and Pelham
Investment Corporation ("Pelham") (a company controlled by the
Company's Chairman, Eduardo Hochschild), the Company and Pelham
have both agreed to purchase, on a prospectus-exempt basis in
Canada, an aggregate of 37,661,796 Aclara Shares at the Offering
Price for additional aggregate gross proceeds to Aclara of
C$64,025,053. Further details of these subscription agreements are
provided below.
Certain individuals identified by Aclara (including directors,
officers and employees) have also agreed to purchase Aclara Shares,
on a prospectus-exempt basis in Canada.
The market capitalisation of Aclara immediately following
completion of the Aclara IPO will be C$276.4 million based on the
Offering Price.
Timetable for Demerger Dividend
Aclara has also obtained a receipt for its final prospectus
dated 2 December 2021 that was filed with the Relevant Authorities
to qualify the distribution of 70,606,502 Aclara Shares,
representing 80% of the Aclara Shares, to the holders of ordinary
shares of the Company by way of a dividend in specie (the "Demerger
Dividend"). Shareholders of the Company can access an electronic
copy of the final prospectus in respect of the Demerger Dividend
under Aclara's profile on SEDAR (www.sedar.com) or request a hard
copy of the final prospectus from the Company by contacting the
Company's London office (see contact details below).
The Demerger Dividend will be effected on 10 December 2021,
shortly before the Aclara IPO is completed later that day.
Once the Demerger Dividend has been effected and the Aclara IPO
has been completed, Aclara will be an independent company listed on
the Toronto Stock Exchange ("TSX") under the symbol "ARA". The
Aclara Shares are expected to commence trading on the TSX at 9:30
a.m. (Eastern Standard Time) on 10 December 2021.
The approval of the Company's shareholders in respect of the
Demerger Dividend was granted at the Extraordinary General Meeting
held on 5 November 2021.
The anticipated timetable for the proposed Demerger Dividend
is:
Ordinary shares in the Company marked as ex rights 8:00 a.m. on 7 December 2021
Record Time for determining entitlement to the Demerger Dividend 6:30 p.m. on 8 December 2021
-----------------------------
Demerger Dividend effected 10 December 2021
-----------------------------
Listing of, and commencement of trading in, Aclara Shares 10 December 2021
-----------------------------
Despatch of direct registration advices in respect of Demerged Aclara Shares 13 December 2021
-----------------------------
Demerger Ratio
The ratio of Demerged Aclara Shares to the number of ordinary
shares in the Company will be 70,606,502 to 513,875,563. Therefore,
shareholders entitled to receive the Demerger Dividend will receive
0.1374 Aclara Shares for each ordinary share in the Company held by
them as at 6:30 p.m. on 8 December 2021 (the "Record Time").
The value of the Demerger Dividend is C$120,031,053 in aggregate
based on the Offering Price of C$1.70 per Aclara Share.
As detailed in the circular sent to shareholders on 19 October
2021 (the "Demerger Circular"), should any fractional entitlements
arise in connection with the Demerger Dividend, no fractions of an
Aclara Share will be distributed and all fractional entitlements
will be rounded down to the nearest whole number. Any shareholder
entitled to one or more Aclara Shares in connection with the
Demerger Dividend and who otherwise would also be entitled
fractional entitlements will not be entitled to any payment or
other compensation (whether cash or otherwise) in relation to such
fractional entitlements.
Hochschild's Continued Shareholding in Aclara
Immediately following the Demerger Dividend, HM Holdings (a
wholly-owned subsidiary of the Company) will retain 20% of the
Aclara Shares. Pursuant to the subscription agreement with Aclara
dated 2 December 2021, the Company (either directly or indirectly
through HM Holdings) has agreed to purchase 14,870,397 Aclara
Shares at the Offering Price for aggregate gross proceeds to Aclara
of C$ 25,279,675. In addition, the Company (either directly or
indirectly through HM Holdings) has obtained the right, in the
event of the exercise of any over-allotment option by the
underwriters of the Aclara IPO, to exercise an equivalent
over-allotment option to subscribe for additional Aclara Shares so
as to ensure its pro rata holding in Aclara is not diluted. In the
event that the underwriters of the Aclara IPO exercise the
over-allotment option, the Company (either directly or indirectly
through HM Holdings) intends to exercise its right in full and
acquire up to an additional 1,312,500 Aclara Shares at the Offering
Price for aggregate gross proceeds to Aclara of up to C$
2,231,250.
As a result, immediately following completion of the Aclara IPO
(assuming the over-allotment option is exercised in full) , the
Company (either directly or indirectly through HM Holdings) will
own 33,838,601 Aclara Shares representing 20% of the Aclara
Shares.
Related Party Transaction
Immediately following the Demerger Dividend, Mr Hochschild
(through Pelham) will own 27,054,102 Aclara Shares representing
30.7% of the Aclara Shares.
For the purposes of Chapter 11 of the Listing Rules, Mr
Hochschild is a related party of the Company. Pursuant to the
subscription agreement with Aclara dated 2 December 2021 , Mr
Hochschild has agreed to purchase on a prospectus-exempt basis in
Canada 22,791,399 Aclara Shares at the Offering Price for aggregate
gross proceeds to Aclara of C$ 38,745,378 (the "Private
Placement"). In addition, Mr Hochschild has committed to purchase
9,855,660 Aclara Shares at the Offering Price as part of the
Offering for aggregate gross proceeds to Aclara of C$
16,754,622.
The Aclara Shares acquired by Mr Hocschild pursuant to the
Private Placement and the Offering will be in addition to the
Aclara Shares that Mr Hochschild will receive as a part of the
Demerger Dividend.
Based upon Mr Hochschild's holding in the Company as at the date
of this announcement, upon completion of each of the Demerger
Dividend, the Private Placement and the Offering, Mr Hochschild is
expected to have the holding in Aclara set out below:
Name Holding of Aclara Shares Holding of Aclara Shares Holding of Aclara Shares
immediately following the immediately following the immediately following the
Demerger Dividend Demerger Dividend, the Private Demerger Dividend, the Private
Placement Placement
and the Offering and the Offering (assuming the
over-allotment option is
exercised in full)
Eduardo Hochschild 27,054,102 Aclara Shares 59,701,161 Aclara Shares 59,701,161 Aclara Shares
(30.7%) (36.7%) (35.3%)
------------------------------- ------------------------------- -------------------------------
The Transaction is deemed to be a smaller related party
transaction for the purposes of Listing Rule 11.1.10R and this
announcement is, therefore, made in accordance with Listing Rule
11.1.10R(2)(c).
Pursuant to LR 11.1.10R(2)(b), the Company has obtained written
confirmation from a sponsor that the terms of the Transaction are
fair and reasonable as far as the shareholders of the Company are
concerned.
Board Changes Relating to the Demerger
As announced by the Company on 19 October 2021, Sanjay Sarma
will be stepping down as an independent non-executive director of
the Company on 10 December 2021 following his appointment as a
non-executive director of Aclara.
Following the above changes, the Board of the Company will
comprise eight directors, five of whom will be independent
non-executive directors.
Defined terms
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Demerger Circular. The
Demerger Circular is available for inspection in electronic form on
the Company's website, www.hochschildmining.com .
The person responsible for making this announcement on behalf of
the Company is Raj Bhasin, Company Secretary.
________________________________________________________________________________________
Enquiries:
Hochschild Mining PLC
Charles Gordon +44 (0)20 3709 3264
Head of Investor Relations
London Office (for General Enquiries) +44 (0)20 3709 3260
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
RBC Europe Limited (trading as RBC Capital Markets) ("RBC") is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority and the PRA in the
United Kingdom and is a wholly-owned subsidiary of Royal Bank of
Canada. RBC is acting for the Company and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of RBC, or for providing advice in
connection with matters referred to in this announcement. Neither
RBC nor its parent nor any of its or their subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of RBC in connection with this announcement or any matter referred
to herein.
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 purchase 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 to 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 has filed 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.
Certain statements contained in this announcement that are not
historical fact are "forward-looking" statements. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company's control and
all of which are based on the Company's current beliefs and
expectations about future events. Forward-looking statements are
typically identified by the use of forward-looking terminology such
as "believes", "expects", "may", "will", "could", "should",
"intends", "estimates", "plans", "assumes" or "anticipates" or the
negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and
uncertainties. In addition, from time to time, the Company or its
representatives have made or may make forward-looking statements
orally or in writing. Furthermore, such forward-looking statements
may be included in, but are not limited to, press releases or oral
statements made by or with the approval of an authorised executive
officer of the Company. These forward-looking statements, and other
statements contained in this announcement regarding matters that
are not historical facts, involve predictions. No assurance can be
given that such future results will be achieved; actual events or
results may differ materially as a result of risks and
uncertainties facing the Company and its subsidiaries. Such risks
and uncertainties could cause actual results to vary materially
from the future results indicated, expressed or implied in such
forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement. The Company does not undertake any obligation
publicly to update or revise any forward-looking statement as a
result of new information, future events or other information,
although such forward-looking statements will be publicly updated
if required by law or regulation.
Nothing in this announcement should be construed as a profit
forecast.
All references in this announcement to times are to London time
unless otherwise stated.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (Regulation (EU) No.596/2014), as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
LEI: 549300JK10TVQ3CCJQ89
- ends -
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