REG - Hochschild MiningPLC - Proposed listing of Aclara Resources Inc on TSX

Hochschild MiningAnnouncement

18/11/2021 07:05

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RNS Number : 8031S  Hochschild Mining PLC  18 November 2021

 

 

 

 

 

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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 (AMENDMENT) (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
(http://www.hochschildmining.com) .

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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

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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.

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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

 

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