TIDMTSG
RNS Number : 9034Z
Horvik Limited
26 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
For immediate release
26 May 2021
RECOMMENDED MANDATORY CASH OFFER
for
TRANS-SIBERIAN GOLD PLC ("TSG")
by
HORVIK LIMITED ("HORVIK")
COMPLETION OF ACQUISITION OF TSG SHARES
Pursuant to a share purchase agreement dated 18 March 2021 (the
"SPA"), Horvik agreed to acquire 44,558,918 ordinary shares of
GBP0.10 each in TSG ("TSG Shares"), representing approximately 51.2
per cent. of the issued share capital of TSG (excluding any shares
held in treasury), from certain shareholders of TSG (the "Selling
Shareholders") (the "Acquisition"). As a result of the Acquisition,
Horvik was required under Rule 9 of the City Code on Takeovers and
Mergers to make an offer for the TSG Shares not already held or
agreed to be acquired by Horvik. Accordingly, on 18 March 2021,
Horvik announced a recommended pre-conditional mandatory cash offer
for TSG (the "Offer").
The SPA provided for the Acquisition to take place in two
stages. Firstly, Horvik acquired 21,437,000 TSG Shares,
representing approximately 24.7 per cent. of the issued share
capital of TSG (excluding any shares held in treasury), pro rata
from each of the Selling Shareholders, conditional only upon Horvik
announcing the Offer. The acquisition of the initial 24.7 per cent
completed on 18 March 2021. The acquisition of the remaining TSG
Shares held by the Selling Shareholders was conditional upon Horvik
obtaining clearance by the Russian Federal Antimonopoly Service
("FAS").
On 19 May 2021, Horvik announced that FAS had granted clearance
in connection with the Offer and accordingly the pre-condition to
the Offer has been satisfied and that the offer document containing
the terms of the Offer (the "Offer Document") will be posted to TSG
Shareholders as soon as practicable and in any event by 16 June
2021, being 28 days following the date of that announcement.
Horvik is pleased to announce that, today, Horvik completed the
acquisition of the remaining 23,121,918 TSG Shares, representing
approximately 26.6 per cent. of the issued share capital of TSG
(excluding any shares held in treasury), pursuant to the SPA. As a
result, Horvik now holds 44,558,918 TSG Shares, representing
approximately 51.2 per cent. of the issued share capital of TSG
(excluding any shares held in treasury).
As a result of completion of the Acquisition, the awards granted
under TSG's Long Term Incentive Plan (the "Executive LTIP") and
Non-Employee Long Term Incentive Plan (the "NED LTIP" and together
with the Executive LTIP, the "LTIPs"), announced on 8 June 2020 and
28 August 2020, (the "Awards") vested under the change of control
provisions in the LTIPs rules. The Awards will be settled prior to
Horvik publishing the Offer Document by way of TSG transferring
4,787,816 TSG Shares out of treasury (the "LTIPs Settlement").
Following the LTIPs Settlement, Horvik's shareholding in TSG will
be diluted from approximately 51.2% of the issued share capital of
TSG (excluding shares held in treasury) to approximately 48.6% of
the issued share capital of TSG (excluding shares held in
treasury).
Enquiries:
VTB Capital (Financial adviser to Horvik)
Alex Metherell +44 20 3334 8000
Giles Coffey +44 20 3334 8000
Vadim Astapovich +44 20 3334 8000
Horvik
Viktoria Smirnova +7 926 462 48 67
Important notices relating to financial advisers
VTB Capital plc, which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United
Kingdom by the Prudential Regulation Authority and the Financial
Conduct Authority, is acting exclusively for Horvik and no one else
in connection with the Offer and this announcement, and will not be
responsible to anyone other than Horvik for providing the
protections afforded to clients of VTB Capital plc nor for
providing advice in connection with the Offer or this announcement
or any matter referred to herein.
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 will be subject to English law and to the applicable
requirements of the Code, the Panel, AIM Rules, the London Stock
Exchange and the FCA.
The Offer will be made solely by the Offer Document and the
accompanying Form of Acceptance, which will 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. TSG Shareholders are advised to read the
formal documentation in relation to the Offer carefully once it has
been published. Each TSG Shareholder is urged to consult their
independent professional adviser regarding the tax consequences of
the Offer.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day (as
defined in the Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day (as defined in the Code) following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day (as defined in the Code)
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638
0129.
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END
OUPDKABQKBKDDPB
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