TIDMHGM
RNS Number : 8415C
Highland Gold Mining Limited
21 October 2020
HIGHLAND GOLD MINING LIMITED
21 October 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
For immediate release
RECOMMENDED MANDATORY CASH OFFER
for
HIGHLAND GOLD MINING LIMITED
("Highland Gold")
by
FORTIANA HOLDINGS LIMITED
("Fortiana")
CANCELLATION OF TRADING ON AIM
FORTIANA'S OFFER DECLARED WHOLLY UNCONDITIONAL
The Highland Gold Independent Directors note Fortiana's
announcement dated 20 October 2020 that, pursuant to Fortiana's
recommended mandatory cash offer for the entire issued and to be
issued share capital of Highland Gold (the "Offer"), as at 1.00pm
on 20 October 2020, Fortiana had received valid acceptances in
respect of a total of 143,976,514 Highland Gold Shares,
representing 39.56 per cent. of the voting rights of Highland Gold
and that Fortiana has declared the Offer unconditional.
Accordingly, Fortiana has received acceptances in respect of
Highland Gold Shares which, together with Highland Gold Shares
acquired or agreed to be acquired by Fortiana before or during the
Offer, result in Fortiana and any person acting in concert with it
holding 289,736,385 Highland Gold Shares, representing 79.62 per
cent. of Highland Gold's issued share capital.
Since Fortiana has acquired or agreed to acquire Highland Gold
Shares carrying in excess of 75 per cent. of the share capital of
Highland Gold, Fortiana has requested that the admission of
Highland Gold Shares to trading on AIM be cancelled, consistent
with Fortiana's intention statement set out in the offer document
published by Fortiana on 21 September 2020 (the "Offer Document").
Accordingly, the board of Highland Gold has informed the London
Stock Exchange that it wishes to cancel the admission to trading of
Highland Gold Shares on AIM (the "Cancellation"). The Cancellation
is expected to take effect at 7.00 am on 19 November 2020 (being 20
clear business days from the date of this announcement).
The Cancellation will leave Highland Gold Shareholders with a
minority interest in an unlisted company, with the liquidity and
marketability of Highland Gold Shares significantly reduced as a
result.
Accordingly, the Highland Gold Independent Directors, restate
their unanimous recommendation that Highland Gold Shareholders
accept or procure acceptance of the Offer if they have not already
done so, as Duncan Baxter, the only Highland Gold Independent
Director with a beneficial holding of Highland Gold Shares, has
done in respect of his own beneficial holdings comprising, in
aggregate, 20,000 Highland Gold Shares representing, in aggregate,
approximately 0.01 per cent. of the existing share capital of
Highland Gold on 20 October 2020 (being the last practicable date
prior to the date of this announcement).
As announced by Fortiana, the Offer will remain open for
acceptances until 1.00 p.m. on 3 November 2020. Full details of how
to accept the Offer are set out in the Offer Document.
Termination of Fortiana Relationship Agreement
Since Fortiana has acquired interests over 75% or more of the
Highland Gold Shares, the relationship agreement dated 31 July 2020
between Highland Gold and Fortiana has terminated. Accordingly,
Fortiana now has the right to appoint or remove all of the
directors at a general meeting of Highland Gold.
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document, unless the context
requires otherwise.
All the times referred to in this announcement are London times
unless otherwise stated.
FOR FURTHER INFORMATION PLEASE CONTACT:
Highland Gold Mining Ltd. John Mann
+ 7 495 424 95 21
Citigroup Global Markets Limited Irackly Mtibelishvily, Robert Way
(Financial Adviser to Highland Tom Reid (Corporate Broking)
Gold) +44 (0) 20 7986 4000
Numis Securities Limited Stuart Skinner, Louis McKeeve
(Nominated Adviser and Joint + 44 (0) 207 260 1000
Broker)
Important notices relating to financial advisers
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as sole financial adviser for Highland Gold
and for no one else in connection with the Offer and other matters
described in this Announcement, and will not be responsible to
anyone other than Highland Gold for providing the protections
afforded to clients of Citi nor for providing advice in connection
with Offer, the contents of this Announcement or any other matters
referred to in this Announcement. Neither Citi nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this Announcement, any
statement contained herein, the Offer or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Nominated Adviser and Joint Broker exclusively for
Highland Gold and no one else in connection with the matters set
out in this Announcement and will not regard any other person as
its client in relation to the matters in this Announcement and will
not be responsible to anyone other than Highland Gold for providing
the protections afforded to clients of Numis, nor for providing
advice in relation to any matter referred to herein.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on Highland Gold's website (
https://www.highlandgold.com/home/offer ) by no later than 12 noon
on the business day following this announcement. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise.
The Offer is subject to English law and to the applicable
requirements of the Code, the Panel, the AIM Rules, the London
Stock Exchange, the FCA and Jersey law.
The Offer is being made solely by the Offer Document and the
accompanying Form of Acceptance, which contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. Any acceptance decision or response in relation to the
Offer should be made solely on the basis of the Offer Document and
the Form of Acceptance. Highland Gold Shareholders are advised to
read the formal documentation in relation to the Offer carefully.
Each Highland Gold Shareholder is urged to consult their
independent professional adviser regarding the tax consequences of
the Offer.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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END
MSCUAUNRROURUAA
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