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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, RUSSIA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.
4 November 2015
Results of Rights Issue & Changes in Directors' Share Interests
Hochschild Mining plc (the "Company") today announces that the 3 for 8 rights issue of 137,883,138 new Ordinary Shares in the Company ("New Ordinary Shares") at 47 pence per New Ordinary Share announced on 15 October 2015 (the "Rights Issue") closed for acceptances at 11:00 a.m. (London time) on 3 November 2015. The Company received valid acceptances in respect of 134,888,835 New Ordinary Shares, representing approximately 97.83% of the total number of New Ordinary Shares to be issued pursuant to the Rights Issue.
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 4 November 2015 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be dispatched to shareholders by no later than 11 November 2015.
The New Ordinary Shares are expected to commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities later today.
In accordance with their obligations as Joint Bookrunners in respect of the Rights Issue pursuant to an Underwriting Agreement dated 15 October 2015, J.P. Morgan Cazenove, BofA Merrill Lynch and RBC Capital Markets will endeavour to procure subscribers for the remaining 2,994,303 New Ordinary Shares not validly taken up in the Rights Issue, failing which J.P. Morgan Cazenove, BofA Merrill Lynch and RBC Capital Markets as underwriters have agreed to acquire, on a several basis, any remaining New Ordinary Shares.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 47 pence per New Ordinary Share and the expenses of the Rights Issue) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company.
A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
The Company also announces pursuant to paragraph 3.1.4R of the Disclosure and Transparency Rules that, on 3 November 2015, it was notified of the acquisitions detailed below of New Ordinary Shares by certain of its Directors or their connected persons pursuant to the Rights Issue.
Director |
New Ordinary Shares acquired pursuant to the Rights Issue |
Total beneficial holdings of Ordinary Shares following the Rights Issue |
Mr E Hochschild1 |
74,745,101 |
274,065,373 |
Mr R Danino |
75,000 |
275,000 |
Mr I Bustamante |
45,466 |
166,710 |
Mr M Field |
5,356 |
19,641 |
Mr N Moore |
18,750 |
68,750 |
Mr G Birch |
3,750 |
13,750 |
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Enquiries:
Hochschild Mining plc
Charles Gordon +44 (0)20 3714 9040
Head of Investor Relations
Sponsor and Joint Bookrunner
J.P. Morgan Cazenove
Ben Davies/Virginia Khoo/Laurene Danon +44 (0)207 742 4000
Joint Bookrunner
BofA Merrill Lynch
Omar Davis/Edward Peel/Matthew Blawat +44 (0)207 628 1000
Joint Bookrunner
RBC Capital Markets
Tristan Lovegrove/Duncan Smith/Ema Jakasovic +44 (0)207 653 4000
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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 over 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.
IMPORTANT NOTICE
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Japan, New Zealand, the Republic of South Africa or Russia or any other Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of New Ordinary Shares in the United States, Australia, Japan, New Zealand, the Republic of South Africa or Russia or any other Excluded Territory.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), Merrill Lynch International and RBC Europe Limited, who are each authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and are regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), are acting for the Company and no one else in connection with the Rights Issue, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Merrill Lynch International and RBC Europe Limited by FSMA or the regulatory regime established thereunder or otherwise under law, J.P. Morgan Cazenove, Merrill Lynch International and RBC Europe Limited do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by J.P. Morgan Cazenove, Merrill Lynch International or RBC Europe Limited in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in the New Ordinary Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible J.P. Morgan Cazenove, Merrill Lynch International and RBC Europe Limited accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement should not be distributed, forwarded or transmitted in or into the United States, Australia, Japan, New Zealand, the Republic of South Africa or Russia or any other Excluded Territory.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Japan, New Zealand, the Republic of South Africa or Russia or any other Excluded Territory. The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
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.
