TIDMTSG TIDMTTM
RNS Number : 2666A
Trans-Siberian Gold PLC
28 May 2021
28 May 2021
Trans-Siberian Gold plc
("TSG", the "Company" or the "Group")
Offer Update
Trans-Siberian Gold plc (TSG.LN), a low cost, high grade gold
producer in Russia, announced on 18 March 2021 a recommended
pre-conditional mandatory cash offer (the "Offer") to be made by
Horvik Limited ("Horvik") for the Company and that Horvik had
agreed to acquire 44,558,918 ordinary shares of TSG, representing
approximately 51.2 per cent. of TSG's issued share capital
(excluding any shares held in treasury), in two tranches from a
group of TSG's shareholders (the "Selling Shareholders") (the
"Acquisition").
Horvik completed the acquisition of 21,437,000 ordinary shares
of TSG, representing approximately 24.7 per cent. of TSG's issued
share capital (excluding any shares held in treasury) in the first
stage of the Acquisition on 18 March 2021. Horvik announced on 19
May 2021 that it had received regulatory approval from the Russian
Federal Antimonopoly Service in respect of its acquisition of the
remaining 23,121,918 ordinary shares of TSG (the "Second
Completion") from the Selling Shareholders and that accordingly the
pre-condition to the Offer had been satisfied.
Horvik announced on 26 May 2021 that the Second Completion had
occurred, thereby increasing its interest to approximately 51.2 per
cent. of the Company's issued share capital (excluding any shares
held in treasury). As a consequence of completion of the
Acquisition, the awards granted under the Company's two Long Term
Incentive Plans (the "LTIPs") to six TSG directors (the "Relevant
Directors"), as described in the Company's announcement dated 29
April 2021, (the "LTIP Awards") have now vested under the change of
control provisions in the LTIP rules.
The Company has now transferred 4,787,816 ordinary shares of TSG
to the Relevant Directors out of treasury (the "Award Shares") to
settle the LTIP Awards.
Following the transfer of the Award Shares, the Company has
110,053,073 ordinary shares of 10 pence each in issue, of which
18,313,206 ordinary shares are held in treasury. Therefore, the
total number of ordinary shares carrying voting rights is
91,739,867. Application has been made for the Award Shares to be
admitted to trading on AIM, which is expected on or around 2 June
2021.
The above figure of 91,739,867 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.
As a result of the transfer of the Award Shares, Horvik's
interest now represents approximately 48.6 per cent. of TSG's
issued share capital (excluding any shares held in treasury).
Certain of the Relevant Directors have irrevocably agreed,
subject to the terms set out in the announcement by Horvik on 18
March 2021, to accept the Offer in respect of their interests in
TSG, including the Award Shares and Charles Ryan and Florian Fenner
(being the remaining Relevant Directors) agreed to accept the Offer
with respect to shares issued to them pursuant to the LTIPs under
the terms of the Acquisition. Horvik confirmed on 19 May 2021 that
the offer document containing the terms of the Offer would be
posted to TSG Shareholders as soon as practicable and in any event
by 16 June 2021, being 28 days from the date of that
announcement.
On Second Completion, the Relationship Agreement entered into on
28 November 2019 between the Company and certain entities of UFG
Asset Management ("UFG") (the "UFG Relationship Agreement")
terminated in accordance with its terms.
Pursuant to the UFG Relationship Agreement, UFG had the right to
nominate a number of directors to the TSG board ("Shareholder
Directors"). In accordance with the terms of the share purchase
agreement dated 18 March 2021 entered into by Horvik and the
Selling Shareholders in connection with the Acquisition ("SPA"),
the Shareholder Directors, comprising Charles Ryan and Florian
Fenner (each a Selling Shareholder) and Robert Sasson resigned from
the Company's board with effect from Second Completion.
Under the Relationship Agreement entered into by Horvik and the
Company on 18 March 2021 (the "Horvik Relationship Agreement"),
Horvik has the right to nominate between one and three directors to
the TSG board commensurate with its, and its associates, aggregate
TSG shareholdings, the thresholds being 20 per cent., 40 per cent.
and 50 per cent. A further announcement in respect of these
appointments will be made in due course.
Unless otherwise stated, defined terms in this announcement have
the same meaning as that set out in the announcement made by Horvik
on 18 March 2021.
ENDS
Contacts:
TSG
Stewart Dickson +44 (0) 7799 694195
Canaccord Genuity Limited
(Nominated Adviser & Joint Corporate Broker)
Henry Fitzgerald-O'Connor / James Asensio +44 (0) 20 7523 8000
Panmure Gordon (UK) Limited
(Joint Corporate Broker)
John Prior / Hugh Rich / Ailsa MacMaster +44 (0) 20 7886 2500
Hudson Sandler
(Financial Public Relations)
Charlie Jack / Katerina Parker / Elfie
Kent +44 (0) 207 796 4133
About TSG
TSG is focused on low cost, high grade mining operations and
stable gold production from its 100% owned Asacha Gold Mine in Far
East Russia. The Company also holds the licence for the development
and exploration of the Rodnikova deposit, one of the largest gold
fields in South Kamchatka.
Additional information is available from the Company's website:
www.trans-siberiangold.com
Disclaimer
This announcement contains "forward-looking statements" - that
is, statements related to future, not past, events. In this
context, forward-looking statements often address our expected
future business and financial performance, and often contain words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks", "should" or "will". Forward-looking statements by their
nature address matters that are, to different degrees, uncertain.
For the Company, uncertainties arise from the behaviour of
financial and metals markets, fluctuations in interest and/or
exchange rates and metal prices; and from numerous other matters of
national, regional and global scale, including those of a
political, economic, business, competitive or regulatory nature.
These uncertainties may cause the Group's actual future results to
be materially different from those expressed in such
forward-looking statements.
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END
OUPUWVVRANUVUAR
(END) Dow Jones Newswires
May 28, 2021 11:58 ET (15:58 GMT)
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