Hochschild Regulatory News (HOC)

8 Oct 2009 07:00



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7 October 2009 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 

Result of Convertible Bond Offering and increase in size to $115 million

Following the closing of the bookbuild period, Hochschild Mining plc ("Hochschild" or the "Company") announces the successful placement of its offering of $115 million of senior unsecured convertible bonds (the "Bonds") due 2014 (the "Bond Offering") convertible into ordinary shares of the Company ("Ordinary Shares") announced earlier today. The size of the Bond Offering has been increased from the indicated $100 million. Under the terms of the Bond Offering, there will be a lock-up period from today's date until 180 days after the Closing Date (which is expected to be on or around 20 October 2009) on issuances or sales of shares or equity-linked securities by the Company, subject to certain customary exceptions. 

The Bonds will have a coupon of 5.75% per annum payable semi-annually on 28 January and 28 July of each year. The initial conversion price is set at a premium of 35% to the clearing price of the concurrent equity placing of 295 pence. 

The Convertible Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or purchased and cancelled, will mature on the fifth anniversary of the issue of the Bonds in 2014. Prior to shareholder approval being obtained, the holders of the Bonds will receive cash instead of Ordinary Shares upon conversion of the Bonds.

The Issuer will have the option to call the Bonds on or after 20 October 2012 and until maturity, in the event the trading price of the Ordinary Shares exceed 130% of the conversion price over a certain period. In addition, the Company has the right to redeem the Bonds if at any time the aggregate principal amount of the Bonds outstanding is equal to or less than 15% of the aggregate principal amount of the Bonds initially issued. 

Application will be made to the FSA in its capacity as competent authority (the "United Kingdom Listing Authority") under the Financial Services and Markets Act 2000 ("FSMA") for the Bonds to be admitted to the Official List of the United Kingdom Listing Authority and to the London Stock Exchange for the Bonds to be admitted to trading on the London Stock Exchange's Professional Securities Market. Listing particulars will be prepared in connection with the listing of the Bonds.

Enquiries:

Hochschild Mining plc

Isabel Lütgendorf +44 (0)20 7907 2934

Head of Investor Relations

Finsbury

Robin Walker +44 (0)20 7251 3801

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) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has over forty years' experience in the mining of precious metal epithermal vein deposits and currently operates four underground epithermal vein mines, three located in southern Peru, one in southern Argentina and one open pit mine in northern Mexico. Hochschild also has numerous long-term prospects throughout the Americas. 

This announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, South Africa or Japan. Persons needing advice should consult an independent financial adviser.

This announcement has been issued by and is the sole responsibility of Hochschild Mining plc (the "Company"). Goldman Sachs International, J.P. Morgan Cazenove Limited and J.P. Morgan Securities Ltd (together, the "Banks"), which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for the Company and for no-one else in relation to the Placing and Bond Offering (together, the "Transaction"), and will not be responsible to any other person for providing the protections afforded to each of its respective clients nor for providing advice in connection with the Transaction. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement and the placing of the Placing Shares and the Convertible Bonds as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.

This document is not a Prospectus but an advertisement and investors should not subscribe for any securities referred to in this document except on the basis of the information contained in the IMS or otherwise in the public domain. The content of the Company's website accessible by hyperlinks on the Company's website neither is incorporated in, nor forms part of, this document.

This announcement contains certain forward looking statements, including such statements within the meaning of Section 27A of the US Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. In particular, such forward looking statements may relate to matters such as the business, strategy, investments, production, major projects and their contribution to expected production and other plans of the Company and its current goals, assumptions and expectations relating to its future financial condition, performance and results. 

Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results, performance or achievements of the Company may be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that could cause or contribute to differences between the actual results, performance or achievements of the Company and current expectations include, but are not limited to, legislative, fiscal and regulatory developments, competitive conditions, technological developments, exchange rate fluctuations and general economic conditions. These factors, risks and uncertainties are referred to in the section of this announcement entitled 'Risks' which, in turn, refers to matters disclosed in the Risk Management section of the 2008 Annual Report. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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 Board of 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.

The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds have not been and will not be registered under the Securities Act, and the Bonds, which are in bearer form, are subject to U.S. tax law requirements. The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds may not be offered, sold or delivered within the United States or to U.S. persons (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) except in certain transactions permitted by U.S. tax regulations and the Securities Act. 

Subject to certain exceptions, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company in the United States, Australia, Canada, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company in the United States or elsewhere.

Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit or production forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.