Aclara Resources has filed a prospectus in Canada qualifying the distribution of the Aclara Shares issuable pursuant to the Demerger Dividend under applicable Canadian securities laws.
Concurrently with the Aclara Resources IPO, Aclara is seeking to raise primary capital of approximately US$100 million (prior to the exercise of any over-allotment option), giving an expected market capitalisation of approximately US$237 million at listing based on the midpoint of the estimated price range. Pricing is to be determined following the book building process.
In order to maintain their respective pro rata equity ownership in Aclara on completion of the primary offering, pursuant to subscription agreements expected to be entered into with Aclara, Hochschild (through its wholly-owned subsidiary, HM Holdings) and Pelham Investment Corporation (an entity controlled by Eduardo Hochschild, the Chairman of the board of directors of Hochschild) will separately agree to purchase Aclara Shares as part of a Concurrent Private Placement (as set out in the Prospectus).
Upon completion of the Demerger and the listing of Aclara on the TSX, Hochschild and Pelham Investment Corporation will hold approximately 20.0% and 30.7%, respectively, of the issued and outstanding Aclara Shares.
Effective upon closing of the Aclara IPO, Hochschild (though its wholly-owned subsidiary, HM Holdings) will enter into an Investor Rights Agreement with Aclara with respect to certain director nomination rights, governance matters and shareholder rights.
In particular, the Investor Rights Agreement provides that Hochschild will have the right to designate nominees for election to Aclara’s board of directors, and be granted pre-emptive rights in relation to future distributions or issuances. The Investor Rights Agreement will remain effective for so long as Hochschild retains at least 10% of the Aclara Shares.
In addition, pursuant to the Investor Rights Agreement, each of Hochschild and Pelham Investment Corporation will agree not to sell any Aclara Shares for a period of 12 months after the closing date of the Aclara Resources IPO.