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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
02 December 2020
Proposed secondary placing of shares in Hochschild Mining plc
Pelham Investment Corporation (the "Seller") announces today its intention to sell approximately 62 million ordinary shares of Hochschild Mining plc (the "Company") (the "Placing Shares"), representing approximately 12 per cent. of the Company's existing issued ordinary share capital, through a placing to institutional investors (the "Placing"). The Seller is a company owned by Mr Eduardo Hochschild, Chairman of the Company, through which he holds his shareholding in the Company. Following the Placing, the Seller is expected to hold approximately 197 million shares representing approximately 38 per cent. of the Company's issued ordinary share capital.
The Placing Shares will be offered to institutional investors (the "Placees") through an accelerated bookbuild to be carried out by J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") acting as sole bookrunner. The books for the Placing will open with immediate effect. In relation to the interim dividend announced 20 November 2020, as settlement of the Placing Shares will occur after the Record Date of 04 December 2020, the Placees will not be entitled to receive the interim dividend payments.
The sale is subject to demand, price and market conditions, and, in particular, the number of Placing Shares may be changed. The identity of Placees and the basis of the allocations are at the discretion of the Seller and J.P. Morgan Cazenove. The price at which the Placing Shares are to be placed and the final number of Placing Shares will be agreed by the Seller and J.P. Morgan Cazenove at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.
Mr Hochschild's family founded Hochschild Mining over one hundred years ago and he remains committed to the Company in the long-term. Nevertheless, Mr Hochschild believes now is an appropriate moment to recycle some capital from his holding in the Company to facilitate investments elsewhere across his existing businesses and in new opportunities.
Mr Hochschild reiterates his firm belief in the Company's future and his confidence in the Company's current management team to continue delivering strong operating results as they have done this year in exceptionally challenging circumstances. He believes the Company's growth strategy has the potential to create significant shareholder value and he looks forward to sharing in this value creation process with fellow shareholders with his significant remaining holding. Furthermore, the Placing provides an opportunity to increase the free float of the Company which in turn should enhance liquidity to the benefit of all shareholders.
Mr Hochschild will continue to serve as Chairman of the Company and, pursuant to the relationship agreement between the Company and the Seller, the Seller will retain the right to nominate up to two directors to the Company's Board. Mr Hochschild confirms he has no intention to reduce his shareholding to a level where these entitlements would lapse. In line with that commitment, and as part of the Placing, the Seller has agreed that it will not, for the period ending on the later of (i) 90 days after completion of the Placing; and (ii) the date of publication of the audited accounts of the Company for the financial year ending 31 December 2020, offer, sell or otherwise transfer any shares from its remaining shareholding in the Company, subject to customary exceptions.
The Company will not receive any proceeds from the Placing.
Enquiries:
J.P. Morgan Cazenove +44 207 742 4000
Jamie Riddell
Barry Meyers
This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
IMPORTANT NOTICE
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Company and its shares. Such information has not been independently verified and the Seller and J.P. Morgan Cazenove are not responsible, and expressly disclaim any liability, for such information. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
In connection with the Placing, J.P. Morgan Cazenove or any of its affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan Cazenove and any of its affiliates acting as investors for their own accounts. J.P. Morgan Cazenove does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Hochschild Mining or its shares.
This announcement does not constitute a recommendation concerning the Placing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Placing for the entity or person concerned. This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Seller reserves the right not to proceed with the Placing or to vary the terms of the offering in any way.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority and the PRA. J.P. Morgan Cazenove is acting for the Seller only in connection with the Placing and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to its clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.