TIDMTSG
RNS Number : 9090E
Trans-Siberian Gold PLC
12 July 2021
RECOMMENDED MANDATORY CASH OFFER
for
TRANS-SIBERIAN GOLD PLC ("TSG")
by
HORVIK LIMITED ("HORVIK")
CANCELLATION OF TRADING ON AIM
HORVIK'S OFFER DECLARED WHOLLY UNCONDITIONAL
DIRECTOR CHANGES
TERMINATION OF RELATIONSHIP AGREEMENT
The TSG Independent Directors note Horvik's announcement dated
26 May 2021 that, as a result of Horvik's entry into an agreement
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 and
shares transferred pursuant to the TSG LTIP which vested on 26 May
2021 ), from certain shareholders of TSG, 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, Horvik announced its firm intention to make a
recommended cash offer to acquire the entire issued and to be
issued share capital of TSG (the "Offer"). The offer document,
formally making the Offer, was subsequently posted to TSG
Shareholders on 9 June 2021 (the "Offer Document").
Following the first closing of the Offer on 9 July, Horvik
announced that it has received acceptances in respect of TSG Shares
which, together with TSG Shares acquired or agreed to be acquired
by Horvik before or during the Offer, result in Horvik and any
person acting in concert with it holding 87,720,179 TSG Shares,
representing 95.62 per cent. of TSG's issued share capital
(excluding any shares held in treasury) (the "Horvik 9 July
Announcement").
Since Horvik has acquired or agreed to acquire TSG Shares
carrying in excess of 75 per cent. of the share capital of TSG
(excluding any shares held in treasury), Horvik has requested that
the admission of TSG Shares to trading on AIM be cancelled,
consistent with Horvik's intention statement set out in the Offer
Document. Accordingly, the board of TSG has informed the London
Stock Exchange that it wishes to cancel the admission to trading of
TSG Shares on AIM (the "Cancellation"). The Cancellation is
expected to take effect at 7.00 am on 9 August 2021 (being 20 clear
business days from the date of notification of Cancellation).
The Cancellation will leave TSG Shareholders with a minority
interest in an unlisted company, with the liquidity and
marketability of TSG Shares significantly reduced as a result.
Accordingly, the TSG Independent Directors restate their
unanimous recommendation that TSG Shareholders accept or procure
acceptance of the Offer if they have not already done so.
As announced by Horvik, the Offer will remain open for
acceptances until 1:00 p.m. on 23 July 2021. Full details of how to
accept the Offer are set out in the Offer Document, which is
available on TSG's website; hard copies of the Offer Document may
be obtained by contacting Simon Olsen (Company Secretary) on +44(0)
1480 811871 or e-mail simon.olsen@trans-siberiangold.com.
The TSG Independent Directors have agreed to resign from TSG's
board with effect from the earlier of the Cancellation or six weeks
from the date of this announcement.
Under the Relationship Agreement entered into by Horvik and the
Company on 18 March 2021, Horvik has the right to nominate between
one and three directors to the TSG board commensurate with its, and
its associates, aggregate interest in the issued share capital of
TSG shareholdings (excluding any shares held in treasury), the
thresholds being 20 per cent., 40 per cent. and 50 per cent.
On 8 June 2021 the Company announced the appointment to the TSG
Board of two non-executive directors nominated by Horvik,
commensurate with its TSG shareholding in TSG at that date of
approximately 48.6 per cent (excluding any shares held in
treasury).
Following the Horvik 9 July Announcement, the Company is now
pleased to announce the appointment to the TSG board of Mr Denis
Ryzhkin as Horvik's third nominated non-executive director
effective 9 July 2021.
Brief biography
Denis Ryzhkin is currently Chief Operating Officer at Highland
Gold Mining Limited. He has more than 20 years' experience in
mining, including more than five years' experience as Deputy
Executive Director in Nordgold Management LLC. His past experience
also includes project management in JSC Lefa NordGold Company in
West Guinea and in JSC Vorkutaugol. Mr Ryzhkin graduated from Saint
Petersburg Mining Institute (technical university) with an
engineering degree in mining and a Bachelor degree in technical
sciences.
Additional Information
The following additional information is provided in accordance
with AIM Rule 17 and Schedule Two, paragraph (g) of the AIM Rules
for Companies.
Details of the names of companies and partnerships (excluding
directorships of the Company) of which Mr Ryzhkin is or has been a
member of the administrative, management or supervisory bodies or
partners at any time in the five years preceding the date of this
document are set out below:
Denis Ryzhkin (aged 44)
Current directorships:
JSC Novo-Shirokinskiy Rudnik
Previous directorships held in the last 5 years:
Nordgold Management LLC
PJSC 'Buryatzoloto'
Shareholding in the Company: None.
On 9 July 2021, Horvik gave notice to TSG to terminate the
Relationship Agreement entered into on 18 March 2021 between TSG
and Horvik in accordance with its terms. Accordingly, the
Relationship Agreement terminated on 9 July 2021.
Terms not defined in this announcement shall have the meaning
given to them in the Offer Document.
Enquiries:
TSG
Stewart Dickson +44 (0) 7799 694195
Canaccord Genuity Limited (Nominated
Adviser, joint corporate broker and
financial adviser to TSG)
Henry Fitzgerald-O'Connor +44 (0) 20 7523 8000
Raj Khatri
James Asensio
Thomas Diehl
Hudson Sandler LLP (Public relations
adviser to TSG)
Charlie Jack +44 20 7796 4133
Katerina Parker
Elfie 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 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
Important notices relating to financial advisers
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Nominated Adviser, joint corporate broker and
financial adviser exclusively for TSG 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 TSG
for providing the protections afforded to clients of Canaccord, nor
for providing advice in relation to 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 is 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 is 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. TSG Shareholders are advised to read the
formal documentation in relation to the Offer carefully. 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.
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END
MSCRTMPTMTIBMTB
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July 12, 2021 04:45 ET (08:45 GMT)
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