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IPO Prospectus

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IPO Prospectus This document comprises a Prospectus relating to Hochschild Mining plc (the ‘‘Company’’) and has been prepared in accordance with the Prospectus Rules of the Financial Services Authority made under section 73A of the Financial Services and Markets Act 2000 (as amended) (‘‘FSMA’’), has been filed with the Financial Services Authority (‘‘FSA’’) and has been made available to the public as required by the Prospectus Rules. Application has been made to the FSA for all of the Ordinary Shares, issued and to be issued in connection with the Global Offer, to be PRA3 6.1 admitted to the Official List of the FSA (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (together ‘‘Admission’’). Admission to trading on the London Stock Exchange’s main market for listed securities constitutes admission to trading on a regulated PRA3 4.1 market. In the Global Offer, 77,250,000 Ordinary Shares are being offered by the Company. Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 3 November 2006. It is expected that Admission will become effective, and that unconditional dealings will commence in the Ordinary Shares on the London Stock Exchange, at 8.00 a.m. (London time) on 8 November 2006. All dealings in the Ordinary Shares prior to the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. The Company and its Directors (whose names appear on page 11 of this document) accept responsibility for the information contained in this PRA1 1.1, document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that 1.2 such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the PRA3 1.1, import of such information. 1.2 For a discussion of certain risk and other factors that should be considered in connection with an investment in the Ordinary Shares, see ‘‘Risk Factors’’. PRA1 5.1.1, 5.1.2 PRA3 4.4 PRA3 5.1.2 Hochschild Mining plc PRA3 5.3.1 (incorporated under the Companies Act 1985 and registered in England and Wales with registered number 5777693) Prospectus Global Offer of 77,250,000 Ordinary Shares at a price of 350p per Ordinary Share Admission to the Official List and to trading on the London Stock Exchange Financial Adviser JPMorgan Cazenove Limited Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners JPMorgan Cazenove Limited and Goldman Sachs International Co-Lead Manager Canaccord Adams Limited Co-Manager Nomura International plc Expected share capital immediately following Admission Authorised Issued and fully paid Number Amount Ordinary Shares of £0.50 each Number Amount 500,000,000 £250,000,000 307,350,226 £153,675,113 In connection with the Global Offer, JPMorgan Cazenove, as Stabilising Manager, or any of its agents, may (but will be under no obligation PRA3 to) over-allot Ordinary Shares or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Such stabilisation activities may be effected on any securities 5.2.5(a), (b), market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the (c), 6.5.1, date of the commencement of conditional trading and ending no later than 30 calendar days thereafter. However, there is no obligation on 6.5.2. 6.5.3, the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be 6.5.4 undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as required by law or regulation above, the Stabilising Manager does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer In connection with the Global Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilising period, the Stabilising Manager has entered into the Over-allotment Option with the Over-allotment Shareholders pursuant to which the Stabilising Manager may, acting as principal, purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer (the ‘‘Over-allotment Shares’’) at the Offer Price. The Over-allotment Option is exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being sold in the Offer and will form a single class for all purposes with the other Ordinary Shares. JPMorgan Cazenove Limited and Goldman Sachs International have been appointed as Joint Sponsors, Joint Global Co-ordinators, Joint Bookrunners and, in the case of JPMorgan Cazenove Limited only, Financial Adviser, and are advising the Company and no one else in connection with the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to the Global Offer. Recipients of this document in the United States are authorised to use it solely for the purpose of considering the purchase of the Ordinary Shares and may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering an investment in the Ordinary Shares. Such recipients of this document agree to the foregoing by accepting delivery of this document. The Ordinary Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective purchasers should read the restrictions described under paragraph 7 ‘‘Selling and Transfer Restrictions’’ in Part XII: ‘‘Details of the Global Offer’’. Each purchaser of the Ordinary Shares will be deemed to have made the relevant representations described therein. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’) or under the applicable securities laws of any state of the United States and, subject to certain exceptions, may not be offered or sold within the United States. The Global Offer is being made in the United States to certain qualified institutional buyers (each a ‘‘QIB’’) as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’) in reliance on Rule 144A or another exemption from registration under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act. Each prospective purchaser in the United States is hereby notified that the offer and sale of the Ordinary Shares to it may be made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the Global Offer, an offer or sale of any of the Ordinary Shares within the United States by any dealer (whether or not participating in the Global Offer) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A or pursuant to another applicable exemption from registration under the Securities Act. THE ORDINARY SHARES OFFERED BY THIS DOCUMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY OTHER FEDERAL OR STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE GLOBAL OFFER OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE, CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION.
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