TIDMTSG
RNS Number : 9852W
Trans-Siberian Gold PLC
29 April 2021
29 April 2021
Trans-Siberian Gold plc
("TSG", the "Company" or the "Group")
Transaction in Own Shares
Directors Dealings
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 to be made by Horvik Limited
("Horvik") for the Company and that Horvik had agreed to acquire
44,558,918 TSG Shares, representing approximately 51.2 per cent. of
TSG's issued share capital (excluding any shares held in treasury),
from a group of TSG Shareholders (the "Selling Shareholders") (the
"Acquisition").
In the first stage of the Acquisition Horvik acquired 21,437,000
TSG Shares, representing 24.7 per cent. of TSG's issued share
capital (excluding any shares held in treasury) pro rata from each
of the Selling Shareholders. The acquisition of the remaining
23,121,918 TSG Shares (the "Second Completion") from the Selling
Shareholders is conditional only upon Horvik receiving clearance
from the Russian Federal Antimonopoly Service ("FAS").
Following the Second Completion, Horvik will have acquired
approximately 51.2 per cent. of the Company's issued share capital
(excluding any shares held in treasury), as a result of which the
awards granted under the Company's Long Term Incentive Plan
("Executive LTIP) and Non-Employee Long Term Incentive Plan ("NED
LTIP", and together with the Executive LTIP, the "LTIPs"),
announced on 8 June 2020 and 28 August 2020, (the "Awards") will
vest under the change of control provisions in the LTIP rules.
The Awards under the Executive LTIP comprise 2,297,988 and
1,300,000 conditional share Awards granted respectively to Messrs
Alexander Dorogov and Eugene Antonov (the "Executives"). As these
Awards were issued with a nil Award Price no further action is
required and, subject to the Second Completion, the Company will
transfer such number of TSG Shares to the Executives as shown in
the table below.
The Awards under the NED LTIP comprise a total of 750,000
conditional share Awards granted to Messrs Charles Ryan, Florian
Fenner and Robert Sasson (together with Mr Stewart Dickson, the
"NEDs"), and options in respect of 550,000 TSG Shares (the "
Options ") to Stewart Dickson as shown in the table below. Each of
the NEDs is required to pay an Award price of 10 pence per TSG
Share (the " Award Price ") and Stewart Dickson is required to
exercise the Options. Conditional upon the Second Completion,
Stewart Dickson has given notice to exercise the Options and each
NED has elected for cashless settlement, such that the number of
TSG Shares to be issued or transferred to them in satisfaction of
their Award shall be netted off (at the Acquisition Price of
GBP1.18 per TSG Share) against payment of the Award Price.
Following the Second Completion, the Company will transfer TSG
Shares to the Award Holders out of treasury as shown in the
following table:
Award Holder Awards Aggregate Award Value Award Award Shares
Award Price (GBP) at Value
(GBP) GBP1.18/share (GBP)
net
Alexander Dorogov 2,297,988 Nil 2,297,988
---------- ------------- --------------- -------- -------------
Eugene Antonov 1,300,000 Nil 1,300,000
---------- ------------- --------------- -------- -------------
Charles Ryan 250,000 25,000 295,000 270,000 228,813
---------- ------------- --------------- -------- -------------
Florian Fenner 250,000 25,000 295,000 270,000 228,813
---------- ------------- --------------- -------- -------------
Robert Sasson 250,000 25,000 295,000 270,000 228,813
---------- ------------- --------------- -------- -------------
Stewart Dickson 550,000 55,000 649,000 594,000 503,389
---------- ------------- --------------- -------- -------------
Total 4,897,988 4,787,816
---------- ------------- --------------- -------- -------------
The Directors in turn, have irrevocably agreed, subject to the
terms set out in the announcement by Horvik on 18 March 2021, to
accept the cash offer to be made by Horvik in respect of their TSG
Shares including the Award Shares.
The Company will make a further announcement when the transfer
of the Award Shares has been effected.
Unless otherwise stated, defined terms shall 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 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.
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END
POSFLFETSTITFIL
(END) Dow Jones Newswires
April 29, 2021 02:00 ET (06:00 GMT)
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