TIDMPGD
RNS Number : 1545G
Patagonia Gold PLC
19 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
19 July 2019
RECOMMED ALL-SHARE OFFER
for
PATAGONIA GOLD PLC
by
HUNT MINING CORP.
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
The boards of directors of Hunt and Patagonia Gold are pleased
to announce that the Court has today sanctioned the Scheme in
connection with the recommended share for share exchange offer by
Hunt for the entire issued and to be issued ordinary share capital
of Patagonia Gold.
Patagonia Gold confirms that the Scheme Record Time will be 6.00
p.m. today. Scheme Shareholders will, providing that the Scheme
becomes Effective, receive approximately 10.76 New Hunt Shares for
each Scheme Share held, subject to any adjustments for fractional
entitlements. The latest date for the settlement and listing on the
TSX-V of the New Hunt Shares due under the Scheme is 6 August
2019.
It is anticipated that the Effective Date will be 22 July 2019,
which is when the Court Order is expected to be delivered to the
Registrar of Companies and a further announcement will be made at
that time. Accordingly, there has been no change to the expected
timetable of principal events for the Scheme set out on page 13 of
the Scheme Document.
Admission to trading on AIM of the Patagonia Gold Shares will
therefore be suspended with effect from 7.30 a.m. (London time) on
22 July 2019. Application has been made to the London Stock
Exchange for the cancellation of the admission to trading of the
Patagonia Gold Shares on AIM and, subject to the Scheme becoming
Effective, such cancellation is expected to take effect at 7.00
a.m. (London time) on 23 July 2019.
On the Effective Date, share certificates in respect of the
Patagonia Gold Shares will cease to be valid and entitlements to
Patagonia Gold Shares held within the CREST system will be
cancelled.
Capitalised terms in this announcement, unless otherwise defined
herein, have the same meanings as set out in the Scheme
Document.
Enquiries:
Patagonia Gold Plc
Carlos Miguens, Non-Executive Chairman Tel: +54 11 5278 6950
Christopher van Tienhoven, Chief Executive
Officer
Strand Hanson Limited Tel: +44 (0)207 409 3494
(Financial Adviser to Patagonia Gold)
Stuart Faulkner
Matthew Chandler
James Dance
Jack Botros
Hunt Mining Corp.
Tim Hunt, Chairman and Chief Executive Tel: +1 509 290 5659
Officer
Further information
Strand Hanson Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Patagonia Gold in connection
with the Offer and other matters set out in this announcement and
for no-one else and will not be responsible to anyone other than
Patagonia Gold for providing the protections afforded to its
clients or for providing advice in relation to the Offer and other
matters set out in this announcement. Neither Strand Hanson Limited
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Strand Hanson Limited in
connection with this announcement, any statement contained herein
or otherwise.
Patagonia Gold Shareholders may request a hard copy of this
announcement by contacting Computershare on +44 (0) 370 873 5856
between 8.30 a.m. to 5.30 p.m., Monday to Friday (except public
holidays in England and Wales) or by submitting a request in
writing to Computershare at Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Patagonia Gold
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION, OR THE SOLICITATION OF AN OFFER, TO PURCHASE, OTHERWISE
ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE NOR WILL THERE BE
ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The Offer is being made solely pursuant to the disclosures and
information contained in the Scheme Document, which contains the
full terms and conditions of the Offer.
Patagonia Gold urges Patagonia Gold Shareholders to read the
Scheme Document because it contains important information in
relation to the Offer, the New Hunt Shares and the Combined Group.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation
of the securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located. This announcement
has been prepared for the purposes of complying with English law
and with the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.
The Offer is being implemented in accordance with applicable
English law and is subject to the applicable requirements of the
Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules) and also, as a result of
Hunt being a Canadian company listed on the TSX-V, with the
applicable requirements of Canadian laws and the policies of the
TSX-V.
Unless otherwise determined by Hunt or required by the Code, and
permitted by applicable law and regulation, the Offer may not be
made directly or indirectly, in or into, or by the use of
(electronic) mail or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction. Accordingly, copies of this announcement,
the Scheme Document, the notices of Court Meeting and General
Meeting, the Forms of Proxy and all other documents relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. All persons receiving this
announcement (including, without limitation, custodians, nominees
and trustees) should observe these restrictions and any applicable
legal or regulatory requirements of their jurisdiction and must not
mail or otherwise forward, send or distribute this announcement in,
into or from any Restricted Jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
The receipt of securities pursuant to the Offer by Overseas
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Overseas Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Offer.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
These materials are not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States.
The New Hunt Shares have not been and will not be registered
under the US Securities Act of 1933 (the "US Securities Act") or
under the securities laws of any State or other jurisdiction of the
United States. Accordingly, the New Hunt Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into the United States absent
registration under the US Securities Act or an exemption therefrom.
The New Hunt Shares to be issued pursuant to the Offer are expected
to be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. There will be no public offer of New Hunt Shares in the
United States.
Patagonia Gold is incorporated under the laws of England and
Wales and Hunt is incorporated under the laws of British Columbia.
All of the officers and directors of Patagonia Gold are residents
of countries other than the United States. Whilst a majority of the
officers and directors of Hunt are residents of the United States,
it may not be possible to sue Patagonia Gold and Hunt in a non-US
court for violations of US securities laws. It may also be
difficult to compel Patagonia Gold, Hunt and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
The Offer, to be implemented by way of the Scheme, is being made
to acquire the entire issued and to be issued share capital of a
company incorporated in England and Wales by way of a scheme of
arrangement provided for under Part 26 of the Companies Act. A
transaction effected by way of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the
US Securities Exchange Act of 1934 (the "US Exchange Act").
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the UK to schemes of arrangement
and takeover offers, which differ from the disclosure requirements,
style and format of US tender offer and proxy solicitation rules.
If Hunt determines to extend the offer into the US, the Offer will
be made in compliance with applicable US laws and regulations.
Financial information included in the Scheme Document has been or
will have been prepared in accordance with non-US accounting
standards that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US.
However, if Hunt were to elect to implement the Offer by means of a
contractual offer, rather than the Scheme, such offer will be made
in compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such offer would be made in the US by Hunt and no one else.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved or disapproved the Offer, nor have such authorities passed
upon or determined the fairness of the Offer or the adequacy or
accuracy of the information contained in this announcement. Any
representation to the contrary is a criminal offence in the United
States.
If the Offer is required to be made in the US, it will be done
in compliance with the applicable tender offer rules under the US
Exchange Act.
No profit forecasts, quantified financial benefit statements or
estimates
No statement in this announcement is intended, or is to be
construed, as a profit forecast, profit estimate or quantified
financial benefit statement for any period. No statement in this
announcement should be interpreted to mean that earnings per
Patagonia Gold Share or earnings per Hunt Share for the current or
future financial years would necessarily match or exceed the
historical published earnings per Patagonia Gold Share or earnings
per Hunt Share.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day in London
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
in London following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day in London following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of the offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on websites and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Hunt's website at www.huntmining.com
and on Patagonia Gold's website at www.patagoniagold.com by no
later than 12.00 noon (London time) on the Business Day in London
following this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOADMGMNMLGGLZM
(END) Dow Jones Newswires
July 19, 2019 08:00 ET (12:00 GMT)
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