Demerger and Listing of Aclara Resources on TSX
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
3 December 2021
Demerger and Listing of Aclara Resources Inc. on the TSX
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
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:
Holding of Aclara Shares immediately following the Demerger Dividend
Holding of Aclara Shares immediately following the Demerger Dividend, the Private Placement and the Offering
Holding of Aclara Shares immediately following the Demerger Dividend, the Private Placement and the Offering (assuming the over-allotment option is exercised in full)
27,054,102 Aclara Shares (30.7%)
59,701,161 Aclara Shares (36.7%)
59,701,161 Aclara Shares (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.
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.
Hochschild Mining PLC
Charles Gordon +44 (0)20 3709 3264
Head of Investor Relations
London Office (for General Enquiries) +44 (0)20 3709 3260
Charlie Jack +44 (0)207 796 4133
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.
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.
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