Trans-Siberian Gold PLC Relationship Agreement (2403V)
02 Dicembre 2019 - 8:00AM
UK Regulatory
TIDMTSG
RNS Number : 2403V
Trans-Siberian Gold PLC
02 December 2019
2 December 2019
Trans-Siberian Gold plc
("TSG", the "Company" or the "Group")
Relationship Agreement with UFG Asset Management
Trans-Siberian Gold plc (TSG.LN) ("TSG", or "the Company"), a
low cost, high grade gold producer in Russia, is pleased to
announce that, on 28 November 2019, a Relationship Agreement ("the
Agreement") was signed between the Company and certain entities of
UFG Asset Management ("UFG").
In accordance with the Company's adoption of the QCA Corporate
Governance Code, it has considered and adopted the recommendation
to put in place a relationship agreement with its major
shareholders.
The total shareholding of UFG, its connected entities and
individuals in the Company's issued share capital is approximately
75%. UFG is one of the leading Russia-dedicated Western multi asset
investment managers, established in 1996 and is a long-term
supportive majority shareholder of TSG.
A summary of the key terms of the Agreement is as follows:
1. UFG has agreed, amongst other things, that: UFG shall (and
shall procure that each of their Associates shall) at all times
exercise their Voting Rights so as to procure, insofar as it is
able to do so by the exercise of those rights that: (i) all
transactions, agreements or arrangements entered into between a
member of TSG and a member and/or Associate of UFG will be
conducted at arm's length and on normal commercial terms; (ii) at
all times the Independent Directors constitute a majority of the
board of directors of TSG so as to enable decisions as to the
implementation and enforcement of this Agreement to be taken
independently of UFG and/or their Associates; (iii) where an
Independent Director ceases to be either an Independent Director or
a director of the Company, one or more new Independent Directors
may be appointed to the Board; and (iv) any dealings or disputes
(including any conflicts of interest) between any member and/or
Associate of UFG and any member of the Company shall be passed to
and dealt with on behalf of the Group by a committee comprising
only the Independent Directors.
2. UFG will (i) not undertake any activity in conflict with
those of TSG which may render the Company incapable of carrying on
its business independently or lead to transactions and
relationships between the Company and any member and/or Associate
of UFG which are not at arm's length or on normal commercial terms
or which would constitute a Related Party Transaction (as defined
under the AIM Rules for Companies); or (ii) not propose or vote in
favour of any resolution which has the effect of waiving the
pre-emption rights in respect of issues of shares to the
Controlling Shareholders unless such resolution is supported by a
majority of the Independent Directors.
3. TSG has granted UFG the right to nominate Directors to the
Board ("Shareholder Directors"), commensurate with the aggregate
holdings of UFG as follows: (i) appoint up to a maximum of three
Directors if and for so long as UFG holds more than 50 per cent of
the total number of Ordinary Shares in issue; (ii) appoint up to a
maximum of two Directors if and for so long as UFG holds more than
40 per cent of the total number of Ordinary Shares in issue; or
(iii) appoint up to a maximum of one Director if and for so long as
UFG holds more than 20 per cent of the total number of Ordinary
Shares in issue. Currently, Alexander Dorogov, Chief Executive
Officer, Eugene Antonov, Chief Operating Officer and Stewart
Dickson and Lou Naumovski, Non-Executive Directors, are independent
of UFG. Charles Ryan, Non-Executive Chairman, and Robert Sasson and
Florian Fenner, Non-Executive Directors, are not independent of
UFG.
4. In addition, the parties acknowledge and agree that UFG (or
one or more of their Associated Bodies Corporate) shall be retained
to provide certain advisory and support services to the Company on
a non-exclusive basis, which shall include, but not be limited to
(i) financing support; (ii) developing M&A strategy; (iii)
operational support; (iv) strategy development; and (v) deal
origination. In consideration for the provision of such services,
the Company shall pay UFG a fixed fee of US$150,000 per annum
(inclusive of any VAT or equivalent).
A full copy of the Agreement can be found on the Company's
website at www.trans-siberiangold.com
ENDS
Contacts:
TSG
Stewart Dickson +44 (0) 7799 694195
Arden Partners plc
Paul Shackleton (Corporate Finance)
Tim Dainton / Fraser Marshall (Equity Sales) +44 (0) 207 614 5900
Hudson Sandler (Financial PR) +44 (0) 207 796 4133
Charlie Jack / Katerina Parker / Elfreda
Kent
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 Group 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
Market Abuse Regulations
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the
publication of this announcement via Regulatory Information Service
('RIS'), this inside information is now considered to be in the
public domain.
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 us, 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 our actual future results to be materially different that
those expressed in our forward-looking statements.
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
AGRUAAARKSAURUA
(END) Dow Jones Newswires
December 02, 2019 02:00 ET (07:00 GMT)
Grafico Azioni Trans-siberian Gold (LSE:TSG)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Trans-siberian Gold (LSE:TSG)
Storico
Da Apr 2023 a Apr 2024