THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (SUCH TERM TO BE UNDERSTOOD THROUGHOUT THIS ANNOUNCEMENT AS INCLUDING THE UNITED STATES' TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, JERSEY OR PERU OR ANY JURISDICTION INTO WHICH THE SAME WOULD BE 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, JAPAN, JERSEY OR PERU OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
2 October 2013
Hochschild Mining plc announces proposed Equity Placing to raise approximately $48-$96 million1
Hochschild Mining plc ("Hochschild" or the "Company") today announces its intention to place between 16,905,067 and 33,810,134 new ordinary shares of 25 pence each (the "Placing") to raise approximately $48-$96 million1 of proceeds.
The proceeds will be used to partially fund the acquisition of the 40% interests held by International Minerals Corporation in the Pallancata mine and Inmaculada project (the "Peruvian Assets") which is being announced concurrently (the "Acquisition"). Prior to the Acquisition, Hochschild holds a 60% interest in the Peruvian Assets. Please refer to the acquisition announcement published on 2 October 2013 for further details of the Acquisition. Please note that completion of the Placing is not conditional on the closing of the Acquisition, which is subject to a number of conditions, including approval of the Company's shareholders in an extraordinary general meeting to be held in due course.
On 21 August 2013, Hochschild published its interim results for the six months ended 30 June 2013. Hochschild is of the view that there has been no significant change to the Group's trading and prospects since that date. Hochschild remains on track to produce 20 million attributable silver equivalent ounces in 2013. In addition, since Hochschild's interim results, there has been no material change to the overall level of cost savings expected to be delivered as part of the Company's cashflow optimisation programme, first announced in May 2013.
Hochschild expects the Acquisition to be earnings enhancing in the first full year of ownership.
Eduardo Hochschild, Executive Chairman of Hochschild, has provided an irrevocable undertaking to vote all his current shareholding in Hochschild, representing, in aggregate, 182,415,206 shares, or 54.0% of the currently issued share capital, as well as all shares that he indirectly subscribes to as part of the Placing, in favour of the Acquisition at an extraordinary general meeting of Hochschild shareholders that will be convened in due course to approve the Acquisition.
The Placing
Under the terms and conditions of the Placing, Hochschild intends to place between 16,905,067 and 33,810,134 Placing Shares, representing approximately 4.99%-9.99% of the Company's existing issued ordinary share capital immediately prior to the Placing, to raise approximately $48-$96 million1.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("BofA Merrill Lynch") and Goldman Sachs International ("GSI") who are acting as joint bookrunners in relation to the Placing (together, the "Joint Bookrunners"). Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") is acting as co-manager in relation to the Placing. The book will open at 7am BST. The timing of the closing of the book, the identity of persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given (whether orally or in writing) ("Placees"), pricing and the basis of the allocations are at the discretion of the Company and the Joint Bookrunners. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by the Company with the Joint Bookrunners at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing will be made on a non-pre-emptive basis.
The Company will apply for admission of the Placing Shares to trading on the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place and that trading will commence on 8 October 2013. As part of the Placing, subject to customary exceptions, (i) the Company has agreed that they will not issue or sell Ordinary Shares for a period ending 90 days after Admission, and (ii) each of the directors of the Company who hold Ordinary Shares have agreed that they will not sell Ordinary Shares for a period ending 180 days after Admission, in each case without the prior written consent of the Joint Bookrunners.
The Placing is conditional, inter alia, upon Admission becoming effective and the placing agreement made between the Company and the Joint Bookrunners becoming unconditional and not being terminated. It is anticipated that the settlement date will be 7 October 2013.
In connection with the Placing, Eduardo Hochschild has irrevocably undertaken to subscribe, through Inversiones Pacasmayo S.A. (an entity controlled by him), for the lower of (i) such number of Placing Shares as is equal to an amount representing not more than 4.99 per cent. of the total issued share capital of the Company prior to completion of the Placing and (ii) such number of Placing Shares as results in an aggregate consideration of an amount equal to not less than $50,000,000 being payable for such Placing Shares such that immediately following completion of the Placing, Eduardo Hochschild will indirectly hold not less than 50.1% of the total issued share capital of the Company on a fully diluted basis. This commitment is subject to the Placing proceeding in accordance with the terms of the Placing Agreement and the Placing Agreement not being terminated prior to Admission.
The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.
Investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making an offer on the Terms and Conditions and providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.
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Enquiries:
Hochschild Mining plc
Charles Gordon +44 (0)20 7907 2934
Head of Investor Relations
BofA Merrill Lynch +44 (0)20 7628 1000
Omar Davis
Ken McLaren
Edward Peel (Corporate Broking)
Matthew Blawat (Corporate Broking)
Goldman Sachs International +44 (0)20 7774 1000
Richard Cormack
Dominic Lee
Adrian Beidas
Duncan Stewart
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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) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has almost fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates four underground epithermal vein mines, three located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.
Notes and Disclaimers
Note: All dollar amounts in this announcement refer to U.S. dollars.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations, financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding the Company's probable, inferred or contingent mineral resources or reserves, future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK and Peruvian domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. In addition, even if the results of operations, financial position and liquidity, and the development of the markets and the industry in which the Company operates are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods.
As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements which are not guarantees of future performance. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date of this document, reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision. Subject to the requirements of the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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 Joint Bookrunners or any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement, including the Appendix, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed. This Announcement has been issued by and is the sole responsibility of the Company.
BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Hochschild and no-one else in connection with the Placing. BofA Merrill Lynch will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than Hochschild for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
GSI, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Hochschild and no-one else in connection with the Placing. GSI will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than Hochschild for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
BBVA, is a Spanish Bank authorised and regulated by the Bank of Spain, is acting exclusively for Hochschild and no-one else in connection with the Placing. BBVA will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than Hochschild for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company or BofA Merrill Lynch or GSI or any of their respective Affiliates that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, BofA Merrill Lynch and GSI to inform themselves about and to observe such restrictions.
The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of the shares. No statement in this Announcement is intended to be a profit forecast or profit estimate.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC, AS AMENDED BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE OF THE EEA (THE "PROSPECTUS DIRECTIVE")), AND/OR (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(1) OR ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OR ACQUISITION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF ANY PLACING SHARES.
Placees will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that:
(i) it is a Relevant Person (as defined above) and undertakes that it will acquire, purchase, subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(ii) is outside the United States and is subscribing and/or purchasing the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion in an "offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")) or if it is not outside the United States, is a qualified institutional buyer ("QIB") within the meaning of Rule 144A under the Securities Act, and has duly executed an investor representation letter in the form provided to it and has delivered the same to the Joint Bookrunners; and
(iii) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares subscribed for or acquired by it in the Placing will not be subscribed for or acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a Member State of the European Economic Area which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.
This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States, Canada, Australia, South Africa, Japan, Jersey or Peru or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares referred to in this Announcement are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S) meeting the requirements of Regulation S and may be made within the United States to institutional investors who are QIBs in transactions that are exempt from, or not subject to, the registration requirements under the Securities Act. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa, Jersey, Peru or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, South Africa, Jersey or Peru.
Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, Jersey, South Africa, Peru or any other jurisdiction outside the United Kingdom.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
Residents of South Africa are subject to exchange control regulations as issued from time to time by the Exchange Control Division of the SARB and are advised to seek independent advice regarding any permissions that may be required of the Exchange Control Division of the SARB with regard to the acquisition of Placing Shares by any resident of South Africa. To the extent that Placing Shares are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act.
This Announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. This Announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Announcement nor taken steps to verify the information set forth herein and has no responsibility for this Announcement. The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at the end of this Appendix.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in that agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use reasonable endeavours to procure placees (the "Placees") for between 16,905,067 and 33,810,134 new ordinary shares in the capital of the Company of 25 pence each (the "Placing Shares") at a price determined following completion of an accelerated bookbuild process in respect of the Placing (the "Bookbuild") described in this Announcement and set out in the Placing Agreement. Subject to agreement with the Company as to the number and price of the Placing Shares to be placed with the Placees, to the extent that such Placees fail to pay for all the Placing Shares, the Joint Bookrunners have agreed to purchase those Placing Shares for which payment at the agreed price has not been received.
The Company has also appointed the Joint Bookrunners as underwriters for the purposes of underwriting the settlement of the Placing at such price, to the extent such a price is agreed and set out in an executed version of the Terms of Sale and the Joint Bookrunners have accepted such appointment in connection with the Placing relying on the representations and warranties and subject to the terms and conditions set out in the Placing Agreement.
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 25 pence each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any pre-emption rights, encumbrance, lien or other security interest. The Company confirms that it is entitled to allot the Placing Shares pursuant to section 551 of the Companies Act 2006 as amended and that section 561 of that Act does not apply to such allotment.
Lock-up
As part of the Placing, subject to customary exceptions, (i) the Company has agreed that they will not issue or sell Ordinary Shares for a period ending 90 days after Admission, and (ii) each of the directors of the Company who hold Ordinary Shares have agreed that they will not sell Ordinary Shares for a period ending 180 days after Admission, in each case without the prior written consent of the Joint Bookrunners. The Placing Agreement does not prevent the Company from granting or satisfying exercises of options granted pursuant to the terms of existing employee share schemes of the Company as disclosed in publicly available information
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority (the "FCA") as the competent authority for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") for the purposes of Part VI of FSMA and to the London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 7 October 2013 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1 The Joint Bookrunners are acting as joint bookrunners and agents of the Company in connection with the Placing.
2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids in the Bookbuild as principal.
3 The allotment and issue of the Placing Shares to Placees by the Company will be in consideration of the transfer to the Company by BofA Merrill Lynch of shares in JerseyCo, pursuant to the Subscription and Transfer Agreement. The consideration from the Company for the transfer of the shares in JerseyCo will be satisfied by the issue of the Placing Shares to the Placees by the Company. BofA Merrill Lynch will procure the allotment by the Company of such Placing Shares to Placees by effecting the necessary transfer from BofA Merrill Lynch to the Company of shares in JerseyCo.
4 The Bookbuild will establish a single price payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FCA. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
5 To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales or equity capital markets contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. Each Joint Bookrunner reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Joint Bookrunners' absolute discretion.
6 The Bookbuild is expected to close no later than 5.00 p.m. (London time) on 2 October 2013 but may be closed earlier or later at the sole discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
7 Each prospective Placee's allocation (its "Placing Participation") will be agreed between the Company and the Joint Bookrunners and will be confirmed orally by one of the Joint Bookrunners as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable and legally binding commitment upon that person (who will at that point become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for the number of Placing Shares allocated to it at the Placing Price on these Terms and Conditions and in accordance with the Company's articles of association.
8 Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Joint Bookrunners. These Terms and Conditions will be deemed incorporated in that contract note.
9 Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners as principal, to pay to the Joint Bookrunners (or as they may direct) in cleared funds at the time referred to in paragraph 13 below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each Placee's obligation will be owed to the relevant Joint Bookrunner. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the Joint Bookrunners of such amount and the transfer to the Company by BofA Merrill Lynch of shares in JerseyCo pursuant to the Subscription and Transfer Agreement.
10 Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Joint Bookrunners in agreement with the Company.
11 A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.
12 Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
13 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
14 All obligations under the Bookbuild and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
15 By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
16 To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine.
17 No prospectus
No offering document, prospectus or admission document has been or will be prepared in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today, and any Exchange Information (as defined below) previously published by the Company and subject to the further terms set forth in the contract note to be provided to prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or the Joint Bookrunners or their respective Affiliates (other than the amount of the relevant Placing Participation in the oral confirmation given to Placees and the contract note referred to below) or any other person and neither of the Joint Bookrunners, none of their respective Affiliates, any persons acting on their behalf or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
By accepting a participation in the Placing, each Placee acknowledges that its agreement to subscribe for Placing Shares is not by way of acceptance of a public offer made by way of a prospectus, but is by way of a collateral contract made pursuant to these Terms and Conditions.
18 In addition, either of the Joint Bookrunners or their respective Affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners or their respective Affiliates may from time to time acquire, hold or dispose of Ordinary Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on:
1 in the opinion of either Joint Bookrunner, acting in good faith, no Material Adverse Effect having occurred or having been made public (whether or not foreseeable at the date of the Placing Agreement) since the execution of the Placing Agreement;
2 the execution of the Terms of Sale by the Joint Bookrunners and the Company by no later 5.30 p.m. on 2 October 2013 (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing);
3 publication by the Company of the Pricing Announcement by 6.00 p.m. on 2 October 2013 (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing);
4 the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
5 Admission occurring by not later than 8.00 a.m. on the day falling three business days after the trade date (as notified to the Company by the Joint Bookrunners) or such later time and/or date as the Company and the Joint Bookrunners may agree, such date not being later than the Final Date;
6 the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement on or before Admission, save to the extent that, in the opinion of the Joint Bookrunners, acting jointly and in good faith, consider any failure to comply with, perform or satisfy the same is not material in the context of the Company, the Group as a whole, the Placing or Admission;
7 the Joint Bookrunners having received, on the Closing Date, certain signed legal opinions dated as of the Closing Date;
8 the representations, warranties and undertakings of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of each of (i) the date of the Placing Agreement, (ii) execution of the Terms of Sale (iii) the Time of Sale and (iv) immediately prior to Admission, in each case, by reference to the facts and circumstances then existing;
9 the delivery by the Company to the Joint Bookrunners immediately prior to Admission of a certificate signed, for and on behalf of the Company, by a duly authorised officer of the Company, in the form set out in the Placing Agreement;
10 the Subscription and Transfer Agreement having been duly executed and delivered by the Company and JerseyCo, having become wholly unconditional except for the condition relating to Admission and there having occurred no default or breach by the Company or JerseyCo of its terms (including the representations, warranties and undertakings contained therein) by the time immediately prior to Admission;
11 the option agreement to be entered into between the Company, BofA Merrill Lynch and JerseyCo having been duly executed and delivered by the Company and JerseyCo and there having occurred no default or breach by the Company or JerseyCo of its terms (including the representations, warranties and undertakings contained therein) by the time immediately prior to Admission;
12 the Arrangement Agreement remaining in full force and effect and not having lapsed or been terminated prior to Admission and no event having arisen at any time prior to Admission which gives any party to the Arrangement Agreement a right to terminate it (for which purpose it shall be assumed that there is no ability to cure the matter or event giving rise to the right to terminate the Arrangement Agreement and that there is no notice period required for termination);
13 the Irrevocable Commitment Letter remaining in full force and effect and not having lapsed or been terminated prior to Admission; and
14 the delivery to the Joint Bookrunners of certain documents as set out in the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where permitted, waived by the Joint Bookrunners, by the time and/or date specified therein (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing), (ii) any of the conditions contained in the Placing Agreement become incapable of being satisfied, or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Joint Bookrunners shall, acting jointly, be entitled in their absolute discretion and upon such terms as they may think fit, extend the time for the satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision made as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
Either Joint Bookrunner, in its absolute discretion, is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if:
1 there has been a breach by the Company of any of its obligations under the Placing Agreement, which any Joint Bookrunner, acting in good faith, considers to be material in the context of the Company, the Group taken as a whole, the Placing or Admission;
2 any statement contained in any of the Placing Documents becomes untrue, incorrect or misleading in any respect, or any matter arises, which would, if the Placing was made at that time, constitute a material omission from such Placing Document or a material omission from or misleading inaccuracy in the information made publicly available by the Company since 31 December 2012, or any of them, and which, in any such case, any Joint Bookrunner, acting in good faith, considers to be adverse and material in the context of the Company, the Group taken as a whole, the Placing or Admission;
3 the representations, warranties and undertakings contained in the Placing Agreement or any of them are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if repeated at any time before Admission) in respect of a matter which, in the opinion of any Joint Bookrunner (acting in good faith) is material in the context of the Company, the Group as a whole or the Placing, by reference to the facts subsisting a the time when the notice referred to above is given; or there has been a breach by the Company of any of the representations, warranties and undertakings respectively contained in or given pursuant to the Placing Agreement, which in each case in the opinion of the relevant Joint Bookrunner (acting in good faith) is material in the context of the Company, the Group taken as a whole or the Placing by reference to the facts and circumstances subsisting at the time when the notice referred to above is given;
4 in the opinion of any Joint Bookrunner, acting in good faith, there shall have been a Material Adverse Effect since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement);
5 the application of the Company for Admission is withdrawn or refused by the FCA or the London Stock Exchange;
6 if Admission of the Ordinary Shares on the London Stock Exchange has been withdrawn, or the listing or trading in any Ordinary Shares has been suspended or limited by the UK Listing Authority or the London Stock Exchange, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the regulatory authorities of the United Kingdom or any other governmental or self-regulatory authority, or a material disruption has occurred in commercial banking or shares settlement or clearance services in the United States, United Kingdom or in Europe, in each case the effect of which is such as to make it, in the judgement of either Joint Bookrunner, acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or
7 there shall have occurred, in the opinion of the Joint Bookrunners (acting in good faith), since the date of the Placing Agreement (i) any material adverse change in the financial markets in the United States, the United Kingdom, member states of the EEA or Peru, (ii) a change or development likely to result in a change in national or international financial, political, economic or stock market conditions (primary or secondary), (iii) an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis, (iv) a suspension or material limitation in trading of securities generally or the securities of the Company on any stock exchange or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Peru or in the EEA, (v) an adverse change or a prospective adverse change since the date of the Placing Agreement in Peruvian, United States or United Kingdom taxation affecting the Shares or the transfer thereof or exchange controls have been imposed by Peru, the United States, the United Kingdom or a member state of the EEA, or (vi) any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption or general moratorium in commercial banking has been declared by the United States, the United Kingdom, a member state of the EEA or Peru authorities, in each case the effect of which (either singly or in the aggregate) in the opinion of any Joint Bookrunner (acting in good faith) is (i) such as would be likely to prejudice the success of the offering and distribution of the Placing Shares, (ii) such as to make it impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares or (iii) otherwise material in the context of the Company, the Group taken as a whole, the Placing or Admission.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions and all obligations under these Terms and Conditions will automatically terminate.
By participating in the Placing, Placees agree that the exercise by either Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the respective Joint Bookrunner and that it need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
By participating in the Placing, Placees agree that their commitment is irrevocable and not terminable by them in any circumstances.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN GB00B1FW5029) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' reasonable opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to BofA Merrill Lynch (as settlement bank) and settlement instructions. Placees should settle against CREST ID: 686. It is expected that such contract note will be despatched on 7 October 2013 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with BofA Merrill Lynch.
The Company will deliver the Placing Shares to a CREST account operated by BofA Merrill Lynch (as settlement bank) as agent for the Company and BofA Merrill Lynch (as settlement bank) will enter its delivery (DEL) instruction into the CREST system. BofA Merrill Lynch will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 7 October 2013 on a T+3 basis in accordance with the instructions given to BofA Merrill Lynch (as settlement bank).
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each Joint Bookrunner (in their capacity as underwriters of the settlement risk of the Placing Shares and joint bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares as set out below. Each Placee (and any person acting on such Placee's behalf):
1 represents and warrants that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein;
2 acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3 acknowledges and agrees that (a) the Ordinary Shares are listed on the premium segment of the Official List of the UK Listing Authority, admitted to trading on the main market for listed securities of the London Stock Exchange, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and/or the London Stock Exchange (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information; (b) it is able to obtain or access such Exchange Information and further publicly available information on the Company's website that it deems necessary or appropriate and sufficient in making an investment decision without undue difficulty, and is able to obtain access to comparable information concerning any other publicly traded company as it requires, without undue difficulty; and (c) in making its investment decision it has not relied on any information relating to the Company made at any time by any person, other than the Exchange Information and other information that has been made publicly available by the Company (including this Announcement);
4 acknowledges that neither of the Joint Bookrunners nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such material or information. Each Placee further represents, warrants and agrees that (i) the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement, any Exchange Information and other information that has been made publicly available by the Company, such information being all that it deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares; (ii) it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Joint Bookrunners or the Company; (iii) neither the Joint Bookrunners nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement and (iv) it will not hold the Joint Bookrunners or any of their associates or any person acting on their behalf responsible or liable for any misstatements in or omission from any Exchange Information or other publicly available information relating to the Company's group (whether in written or oral form);
5 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Joint Bookrunners, their Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further acknowledges and agrees that it has conducted its own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and will make its own investment decision in submitting a bid in the Placing based upon its own judgement, due diligence and analysis, and that neither any view expressed by the Joint Bookrunners nor anything contained in any documents provided to it by or on behalf of the Company or the Joint Bookrunners or any of their respective affiliates, or their or their affiliates' respective directors, employees, agents or representatives, including any press announcement, shall form the basis of any commitment or contract whatsoever;
6 acknowledges that neither of the Joint Bookrunners nor any person acting on behalf of either of them nor any of their respective Affiliates has or shall have any responsibility or liability for any Exchange Information, any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
7 in making any decision to subscribe for the Placing Shares, confirms that (i) it has knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing, has adequate means of providing for its current and contingent needs and has no need for liquidity with respect to its Placing Participation; (iii) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the tax, legal, currency and other economic considerations relevant to such investment and (iv) it will not look to the Company, the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
8 understands and agrees that it has not relied and may not rely on any investigation that the Joint Bookrunners or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and neither Joint Bookrunner has made any representation to it, express or implied, with respect to the merits of the Placing, the acquisition of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares;
9 acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, any of their Affiliates or any person acting on the Joint Bookrunners' or any of their Affiliates' behalf and understands that (i) none of the Joint Bookrunners, their Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, their Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and (iii) that none of the Joint Bookrunners, their Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10 acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
11 confirms that it has (i) fully observed the laws of all relevant jurisdictions which apply to it, (ii) obtained all governmental and other consents which may be required and complied with all relevant formalities, and (iii) not taken any action (including without limitation the acceptance of its Placing Shares) which will or may result in the Company or the Joint Bookrunners (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing and the other arrangements described in this Announcement and that it has obtained all other necessary consents and authorities required to enable it to give its commitment to acquire the relevant Placing Shares and to perform its obligations under these Terms and Conditions;
12 represents and warrants that it has complied with and will continue to comply with or take all appropriate action required under the Criminal Justice Act 1993 and section 118 of the FSMA, and separately, under the Proceeds of Crime Act 2002, the Money Laundering Regulations 2012 and any other applicable legislation concerning the prevention of money laundering (the "Money Laundering Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Money Laundering Regulations;
13 represents and warrants that if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made generally available;
14 represents and warrants that (i) it and any person acting on its behalf has capacity and authority and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory outside the UK; (iii) it has not taken any action which will or may result in the Company, the Joint Bookrunners, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (iv) the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
15 undertakes that it and any person acting on its behalf will make payment for the Placing Shares allocated to it in accordance with this Announcement at the due time and on the due date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Bookrunners may in their absolute discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;
16 undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be; (ii) neither Joint Bookrunner nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement and (iii) each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of BofA Merrill Lynch who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
17 represents and warrants that it is not, and it is not applying as nominee(s) or agent(s) for, a person/person(s) who is (are) or may be a person mentioned in sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If a Placee is a nominee, applying as nominee(s) or agent(s) for, a person/person(s) who is (are) or may be a person mentioned in sections 67, 70, 93 and 96 of the Finance Act 1986 (the depositary receipts and clearance services provisions), such Placee should note that it shall be liable for any stamp duty and stamp duty reserve tax and all other transfer, capital, registration, documentation or other similar duties or taxes (including any interest and penalties relating thereto) payable in or outside the United Kingdom by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares by virtue of being such a person;
18 acknowledges that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
19 acknowledges that the Joint Bookrunners and the Company and their respective Affiliates will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
20 agrees to indemnify on an after-tax basis and hold the Company, the Joint Bookrunners, any of their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing. No claim shall be made against the Company, the Joint Bookrunners, their respective affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing;
21 acknowledges that it irrevocably appoints any director or managing director of either of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
22 acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
23 acknowledges and agrees that neither Joint Bookrunner nor their affiliates nor any other person acting on behalf of any such persons (i) owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and (ii) except for any liability which cannot by law be excluded, accept any responsibility in relation to the Placing;
24 acknowledges and agrees that each Joint Bookrunner is acting solely for the Company and no-one else in connection with the Placing and, in particular, is not providing any service to the Placees, making any recommendations to the Placees, advising the Placees regarding the suitability of any transactions they may enter into to subscribe, acquire, purchase or transfer any shares nor providing advice to them in relation to the Company, the Placing or the Placing Shares and that participation in the Placing is on the basis that it is not and will not be a client of either Joint Bookrunner and that neither Joint Bookrunner has any duties or responsibilities to any Placee for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
25 acknowledges that in connection with the Placing, the Joint Bookrunners and any of their respective Affiliates acting as an investor for its own account may purchase shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of the Joint Bookrunners and any Affiliate acting in such capacity. Neither the Joint Bookrunners nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;
26 acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan, South Africa, Jersey, Peru or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into such jurisdictions;
27 confirms that (i) it is not within, does not have a registered address in and is not a resident, citizen or national of the United States, Australia, Canada, Japan, South Africa, Jersey, Peru or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; and (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States, Australia, Canada, Japan, South Africa, Jersey, Peruor any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, in each case subject to certain exceptions;
28 if it is in South Africa, either (i) if it is (a) a bank registered or provisionally registered in terms of the Joint Bookrunners Act, 1990 (Act No 94 of 1990); or (b) a mutual bank registered or provisionally registered in terms of the Mutual Banks Act, 1993 (Act No 124 of 1993);or (c) a long-term insurer as defined in the Long Term Insurance Act, 1998 (Act No 52 of 1998); or (d) a short-term insurer as defined in the Short Term Insurance Act, 1998 (Act No 53 of 1998) and in each case is acting as principal and the wholly-owned subsidiaries of such entities will also fall within the exemption when they act as agent in the capacity of authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act, 1956 (Act No 24 of 1956), or as manager of a collective investment scheme registered in terms of the Collective Investment Schemes Control Act, 2002 (Act No 45 of 2002); or (ii) if none of the above, it will directly subscribe for the Placing Shares in such amount as is more in value than the equivalent of ZAR 1,000,000;
29 represents and warrants that, if resident in Australia it is a professional investor and for the purposes of section 708(11) of the Corporations Act 2001 (Cth) of Australia, the minimum amount to be paid by it for the Placing Shares to be subscribed for by it will be not less than AUD500,000;
30 represents and warrants that, if resident in Australia it is not acquiring the Placing Shares for the purpose of resale, transfer or the granting, issuing or transferring interests in, or options over them and will not offer any Placing Shares for resale in Australia within 12 months of any such Placing Shares being issued to it unless the resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act 2001 (Cth) of Australia;
31 acknowledges that the Placing Shares have not been and will not be qualified by a prospectus under Canadian Securities Laws and are not being offered or sold to any person in any Canadian jurisdiction;
32 represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" ("Qualified Investor") as defined in the Prospectus Directive acting as agent for such person and that it is a person whose ordinary activities involve (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of its Placing Shares for the purposes of its business, and (iv) such person is either (1) a "qualified investor" as referred to at section 86(7) of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;
33 represents and warrants that it will subscribe for any Placing Shares for which it subscribes for its account or for one or more accounts as to each of which it exercises sole investment discretion, it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account and it is authorised in writing by each managed account to acquire the Placing Shares for each managed account;
34 if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
35 if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to Qualified Investors, or in circumstances in which the prior written consent of the Joint Bookrunners has been given to the proposed offer or resale;
36 confirms that it will not offer or sell any of the Placing Shares which may be acquired by it, in which such offer or sale is not authorised under these Terms and Conditions, or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations;
37 acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;
38 represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
39 acknowledges that no action has been or will be taken by the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
40 represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
41 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
42 represents and warrants that it is a person falling within Article 19(1), Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated;
43 confirms that it will not distribute or publish any publication or document in relation to the Placing Shares except in any circumstances which will be in compliance with all applicable laws and regulations;
44 acknowledges that (i) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; and (ii) the Company has not been registered as an "investment company" under the United States Investment Company Act of 1940, as amended;
45 represents and warrants that unless it is a QIB in the United States to which the Placing Shares will be offered pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, it is, or at the time the Placing Shares are acquired, it will (a) be outside the United States and is not acquiring the Placing Shares for the account or benefit of any person located in the United States, unless the instruction to acquire was received from a person outside the United States and the person giving such instruction has confirmed that it has the authority to give such instruction, and that either (i) it has investment discretion over such account or (ii) it is an investment manager of an investment company, (b) is acquiring the Placing Shares in an "offshore transaction" (as defined in Regulation S) and (c) will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance with Regulation S or in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
46 represents and warrants that it is not taking and will not take up any Placing Shares as a result of any "directed selling efforts" as that term is defined in Regulation S under the Securities Act or "general solicitation" or "general advertising" within the meaning of Regulation D under the Securities Act; and
47 if the Placing Shares were offered to it in the United States, it represents and warrants that in making its investment decision, (i) it has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974 ("ERISA") and the US Securities Act, (ii) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of the Placing Shares.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company and each of the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. The Company, the Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. The Placing Shares will be issued subject to the terms and conditions of this Appendix. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other similar impost, duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Placees should note that the Company shall have no obligation to recognise any offer, sale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described herein and that the Company may make notation on its records or give instructions to any transfer agent or registrar of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with any of either of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunners' money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of each of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
DEFINITIONS
In this Announcement:
"2010 PD Amending Directive" means Directive 2010/73/EU;
"Acquisition" means the proposed acquisition by a member of the Group of the Target;
"Admission" means the admission of the Placing Shares to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of the Placing Shares to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D promulgated under the Securities Act or Rule 405 under the Securities Act, as applicable;
"Announcement" means this announcement (including the Appendix to this Announcement);
"Arrangement Agreement" means the arrangement agreement to be entered into by the Company, the Target, HOC Holdings Canada Inc. and 0980507 B.C. LTD. to give effect to the Acquisition by way of a plan of arrangement under the Business Corporations Act (Yukon Territory), as amended;
"AUD" means Australian Dollars, the lawful currency of Australia;
"BofA Merrill Lynch" means Merrill Lynch International;
"Bookbuild" means the process to be carried out by the Banks in seeking to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;
"Closing Date" means the date specified as such in the executed Terms of Sale;
"Company" means Hochschild Mining plc;
"CREST" means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland Limited is the operator);
"DFSA" means the Dubai Financial Services Authority;
"FCA" means the Financial Conduct Authority;
"Final Date" means 10 October 2013;
"FSMA" means the Financial Services and Markets Act 2000, including any supplements or amendments thereto and regulations made pursuant thereto;
"Group" means the Company and its subsidiary undertakings from time to time including, where the context requires, any one or more of such companies;
"GSI" means Goldman Sachs International;
"Irrevocable Commitment Letter" means the irrevocable undertaking given by Eduardo Hochschild to the Joint Bookrunners in relation to Inversiones Pacasmayo S.A.'s (an entity controlled by Eduardo Hochschild) subscription for Placing Shares pursuant to the Placing;
"JerseyCo" means Skyfall Jersey Limited, a Jersey incorporated company;
"Joint Bookrunners" means GSI and BofA Merrill Lynch, and "Joint Bookrunner" shall be construed accordingly;
"London Stock Exchange" means the London Stock Exchange plc;
"Material Adverse Effect" means any material adverse change in, or any development reasonably likely to involve a material adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, assets, rights, operations or prospects of the Company or the Group as a whole, whether or not arising in the ordinary course of business;
"Ordinary Share" means an ordinary share of 25p each in the capital of the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given;
"Placing" means the placing of the Placing Shares with Placees to be effected by the Banks pursuant to and subject to the terms and conditions of the Placing Agreement and, if executed, the Terms of Sale;
"Placing Agreement" means the placing agreement dated 2 October 2013 between the Company and the Joint Bookrunners in respect of the Placing;
"Placing Documents" means this Announcement and any other document or announcement issued or to be issued by the Company or distributed or to be distributed to potential Placees in connection with the Placing;
"Placing Price" means the price per Placing Share determined by the Banks pursuant to the Bookbuild and notified to the Company by the Banks in accordance with the Placing Agreement and recorded in the Terms of Sale substantially in the form set out in Schedule 1 of the Placing Agreement;
"Placing Shares" means between 16,905,067 and 33,810,134 Ordinary Shares to be issued pursuant to the Placing;
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive);
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means an information service that is approved by the FCA and on the FCA's list of Registered Information Services;
"SARB" means the South African Reserve Bank;
"Securities Act" means the US Securities Act of 1933, as amended;
"South Africa" means the Republic of South Africa;
"South African Companies Act" means the Companies Act No. 61 of 1973 of South Africa, as amended;
"Subscription and Transfer Agreement" means the subscription and transfer agreement entered into between BofA Merrill Lynch, the Company and JerseyCo on 2 October 2013;
"Target" means International Minerals Corporation, a Canadian company listed on the Toronto Stock Exchange and the Swiss Stock Exchange and quoted on the Frankfurt Stock Exchange;
"Terms and Conditions" means the terms and conditions of the Placing set out in the Appendix to this Announcement;
"Terms of Sale" means the terms of sale setting out, inter alia, the Placing Price, proposed to be entered into by the Joint Bookrunners and the Company substantially in the form set out in Schedule 1 of the Placing Agreement;
"Time of Sale" means 5.30 p.m. on 2 October 2013;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
"ZAR" means the South African Rand, the lawful currency of South Africa;
"£" means the lawful currency of the United Kingdom; and
"$" means the lawful currency of the United States.
