TIDMHOC
RNS Number : 8031S
Hochschild Mining PLC
18 November 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
18 November 2021
Proposed listing of Aclara Resources Inc. on the TSX
Further to the announcement on 19 October 2021 regarding the
proposed demerger and listing of Aclara Resources Inc. ("Aclara")
on the Toronto Stock Exchange ("TSX"), Hochschild Mining PLC
("Hochschild" or the "Company") (LSE: HOC) (OTCQX: HCHDF) is
pleased to announce the launch of the initial public offering of
Aclara on the TSX (the "Aclara IPO").
Aclara has filed a prospectus in Canada qualifying the
distribution of the Aclara Shares issuable pursuant to the Demerger
Dividend under applicable Canadian securities laws (the
"Prospectus").
Concurrently with the Aclara IPO, Aclara is seeking to raise
primary capital of approximately US$100 million (prior to the
exercise of any over-allotment option), giving an expected market
capitalisation of approximately US$237 million at listing based on
the midpoint of the estimated price range. Pricing is to be
determined following the book building process.
In order to maintain their respective pro rata equity ownership
in Aclara on completion of the primary offering, pursuant to
subscription agreements expected to be entered into with Aclara,
Hochschild (through its wholly-owned subsidiary, HM Holdings) and
Pelham Investment Corporation (an entity controlled by Eduardo
Hochschild, the Chairman of the board of directors of Hochschild)
will separately agree to purchase Aclara Shares as part of a
Concurrent Private Placement (as set out in the Prospectus). Upon
completion of the Demerger and the listing of Aclara on the TSX,
Hochschild and Pelham Investment Corporation will hold
approximately 20.0% and 30.7%, respectively, of the issued and
outstanding Aclara Shares.
Effective upon closing of the Aclara IPO, Hochschild (though its
wholly-owned subsidiary, HM Holdings) will enter into an Investor
Rights Agreement with Aclara with respect to certain director
nomination rights, governance matters and shareholder rights. In
particular, the Investor Rights Agreement provides that Hochschild
will have the right to designate nominees for election to Aclara's
board of directors, and be granted pre-emptive rights in relation
to future distributions or issuances. The Investor Rights Agreement
will remain effective for so long as Hochschild retains at least
10% of the Aclara Shares.
In addition, pursuant to the Investor Rights Agreement, each of
Hochschild and Pelham Investment Corporation will agree not to sell
any Aclara Shares for a period of 12 months after the closing date
of the Aclara IPO.
The person responsible for making this announcement on behalf of
the Company is Raj Bhasin, Company Secretary.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the circular issued to
shareholders on 19 October 2021 (the "Demerger Circular"). The
Demerger Circular is available for inspection in electronic form on
the Company's website, www.hochschildmining.com .
_____________________________________________________________________________________
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 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. 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.
Forward-looking statements
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 reflect knowledge and information
available at the date of preparation of this announcement. Except
as required by the Listing Rules and applicable law, the Company
does not undertake any obligation to update or change any
forward-looking statements to reflect events occurring after the
date of this announcement. Nothing in this announcement should be
construed as a profit forecast.
Inside information
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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