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.
20 June 2019
RECOMMENDED 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
Publication of Scheme Document
On 31 May 2019, the boards of directors of Hunt and Patagonia Gold announced that they had reached agreement on the terms of a recommended share for share exchange offer to be made by Hunt for the entire issued and to be issued share capital of Patagonia Gold.
It was also announced that the Offer would be implemented by way of a Court-sanctioned scheme of arrangement between Patagonia Gold and its shareholders under Part 26 of the Companies Act 2006.
The Patagonia Gold Directors are pleased to announce that the Scheme Document in relation to the Offer is being published and posted to Patagonia Gold Shareholders today, together with the Forms of Proxy for the Meetings. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events, notices of the Court Meeting and the Patagonia Gold General Meeting and details of the action to be taken by Patagonia Gold Shareholders.
As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, together with the sanction of the Court and the passing of the special resolution necessary to implement the Scheme at the Patagonia Gold General Meeting and Hunt having taken all necessary actions so that the New Hunt Shares begin trading, and the existing Hunt Shares resume trading, on the TSX-V by not later than 14 days after the Effective Date.
Notices convening the Court Meeting for 10.00 a.m. on 12 July 2019 and the Patagonia Gold General Meeting for 10.15 a.m. on the same date (or as soon thereafter as the Court Meeting is concluded or adjourned), to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus,
If the Scheme is duly approved by voting Scheme Shareholders, the special resolution is approved by Patagonia Gold Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes Effective in accordance with its terms, it is currently expected that admission to trading on the AIM market of the London Stock Exchange for Patagonia Gold Shares will be suspended at 7.30 a.m. on 22 July 2019 and subsequently cancelled from admission to trading at 7.00 a.m. on 23 July 2019.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of voting Scheme Shareholders' opinion. Voting Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.
Capitalised terms in this announcement, unless otherwise defined herein, have the same meanings as set out in the Scheme Document.
Copies of this announcement and the Scheme Document, together with information incorporated into it by reference to external sources, will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Patagonia Gold's and Hunt's websites at www.patagoniagold.com and www.huntmining.com respectively from no later than 12 noon (
Timetable
The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All references in this announcement to times are to
Event |
Time and/or date |
Publication of the Scheme Document |
20 June 2019 |
Latest time for lodging the Pink Form of Proxy for the Court Meeting |
10.00 a.m. on 10 July 2019 (1) |
Latest time for lodging the Blue Form of Proxy for the Patagonia Gold General Meeting |
10.15 a.m. on 10 July 2019 (2) |
Scheme Voting Record Time for the Court Meeting and the Patagonia Gold General Meeting |
6.00 p.m. on 10 July 2019 (3) |
Court Meeting |
10.00 a.m. on 12 July 2019 |
Patagonia Gold General Meeting |
10.15 a.m. on 12 July 2019 (4) |
The following dates are indicative only and are subject to change: (5) |
|
Last day of dealings in, and for registration of transfers and disablement in CREST of, Patagonia Gold Shares |
19 July 2019 |
Court Hearing |
10.30 a.m. on 19 July 2019 |
Scheme Record Time |
6.00 p.m. on 19 July 2019 |
Suspension of trading on AIM of, and dealings, settlements and transfers in, Patagonia Gold Shares |
7.30 a.m. on 22 July 2019 |
Effective Date of the Scheme |
22 July 2019 |
Cancellation of admission to trading on AIM of, and cessation of dealings in, Patagonia Gold Shares |
7.00 a.m. on 23 July 2019 |
Latest date for settlement and listing on the TSX-V of the New Hunt Shares due under the Scheme |
6 August 2019 |
Longstop Date (6) |
30 November 2019 |
Notes: (1) It is requested that Pink Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting (noting that in taking account of this 48 hour period, no account shall be taken of any part of a day that is not a working day). Pink Forms of Proxy not so lodged may be handed to the Registrar or the Chairman of the Court Meeting before the start of the Court Meeting. |
|
(2) Blue Forms of Proxy for the Patagonia Gold General Meeting must be lodged not later than 48 hours prior to the time appointed for the Patagonia Gold General Meeting (noting that in taking account of this 48 hour period, no account shall be taken of any part of a day that is not a working day). Blue Forms of Proxy not returned so as to be received by the time mentioned above and in accordance with the instructions on the Blue Form of Proxy will be invalid unless the Patagonia Gold Directors direct otherwise. |
|
(3) If either the Court Meeting or the Patagonia Gold General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two working days prior to the date fixed for the adjourned Meeting. |
|
(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned. |
|
(5) These dates and times are indicative only and will depend, among other things, on the dates upon which: (i) the Conditions are satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Court Order is delivered to the Registrar of Companies for registration. If any of the expected dates change, the revised times and/or dates will be announced by Patagonia Gold via a Regulatory Information Service. |
|
(6) This is the latest date by which the Scheme may become Effective unless Patagonia Gold and Hunt agree (and, if required, the Panel and the Court permit) a later date. |
Enquiries:
Patagonia Gold Plc Christopher van Tienhoven, Chief Executive Officer |
|
Strand Hanson Limited Jack Botros |
Tel: +44 (0)207 409 3494 |
Hunt Mining Corp. |
|
Further information
Strand Hanson Limited, which is authorised and regulated by the Financial Conduct Authority in the
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
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED 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, together with the Forms of Proxy, contains the full terms and conditions of the Offer, including details of how Patagonia Gold Shareholders may vote at the Meetings in respect 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 vote in respect of the Scheme or other 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
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the
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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or facilities. 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 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
Patagonia Gold is incorporated under the laws of
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
Neither the US Securities and Exchange Commission nor any securities commission of any state of
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. (
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. (
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 p.m. (
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