TSG Trans-siberian Gold Plc

TIDMTSG

RNS Number : 3595G

Horvik Limited

23 July 2021

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

23 July 2021

RECOMMED MANDATORY CASH OFFER

for

TRANS-SIBERIAN GOLD PLC ("TSG")

by

HORVIK LIMITED ("HORVIK")

COMPULSORY ACQUISITION OF OUTSTANDING TSG SHARES AND OFFER EXTENSION

On 9 July 2021, Horvik declared its recommended mandatory cash offer to acquire the entire issued and to be issued ordinary share capital of TSG not already owned by TSG (the "Offer") to be unconditional in all respects. The full terms of, and Condition to, the Offer were set out in the offer document published by Horvik on 9 June 2021 (the "Offer Document").

Compulsory acquisition

As at 1.00 p.m. today, Horvik had received valid acceptances of its Offer in respect of a total of 44,521,625 TSG Shares, representing approximately 94.36 per cent. of the TSG Shares to which the Offer relates.

Accordingly, as Horvik has now received acceptances under the Offer in respect of, and/or otherwise acquired, not less than 90 per cent. in value of the TSG Shares to which the Offer relates and of the voting rights carried by those shares, Horvik will exercise its rights in accordance with Chapter 3 of Part 28 of the Companies Act 2006 (the "Act") to acquire compulsorily the remaining TSG Shares in respect of which the Offer has not been accepted as contemplated by the Offer Document.

Horvik will shortly dispatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to TSG Shareholders who have not yet accepted the Offer. These notices will set out Horvik's intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining TSG Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

If any of the TSG Shareholders have not accepted the Offer and have not applied to the court in respect of all of their holding of TSG Shares by six weeks from the date of the Compulsory Acquisition Notices, the TSG Shares held by those TSG Shareholders who have not accepted the Offer will be acquired compulsorily by Horvik on the same terms as the Offer. The consideration to which those TSG Shareholders will be entitled will be held by TSG as trustee on behalf of those TSG Shareholders and they will be requested to claim their consideration by writing to TSG at the end of the six-week period.

Cancellation of trading on AIM

TSG announced on 12 July 2021 that the board of TSG had informed the London Stock Exchange that it wished to cancel the admission to trading of TSG Shares on AIM (the "Cancellation"). The Cancellation is to take effect at 7.00 a.m. on 9 August 2021.

Following the Cancellation, Horvik intends to procure that TSG re-registers from a public limited company to a private limited company.

Offer to remain open

The Offer will remain open for acceptance until 1.00 p.m. on 9 August 2021, being the date when Cancellation is to take effect.

TSG Shareholders who have not yet accepted the Offer are urged to do so without delay. If TSG Shareholders wish to accept the Offer, it is important that they follow the instructions set out in Parts C and D of Part III of the Offer Document. Acceptances of the Offer in respect of certificated TSG Shares should be made by completing and returning the Form of Acceptance as soon as possible and, in any event, by no later than 1.00 p.m. on 9 August 2021. Acceptances of the Offer in respect of uncertificated TSG Shares should be made electronically through CREST so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. on 9 August 2021.

TSG Shareholders who purchase or receive their TSG Shares after the date of this Announcement should ensure they obtain copies of the Offer Document and the Form of Acceptance alongside copies of the Compulsory Acquisition Notices.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Simon Olsen (TSG Company Secretary) on +44(0) 1480 811 871 or emailing Simon.Olsen@trans-siberiangold.com (call charges will vary by provider). Calls outside the United Kingdom will be charged at the applicable international rate.

Settlement of cash consideration

As detailed in the Offer Document, settlement of cash consideration to which any TSG Shareholder is entitled under the Offer will be effected within 14 days of the date of further acceptances received which are valid and complete in all respects. Therefore, accepting the Offer should enable TSG Shareholders to receive the payment for their TSG Shares more promptly than if the compulsory acquisition procedure is followed.

No cash consideration will be sent to an address in a Restricted Jurisdiction.

Level of acceptances and interests in relevant securities

As at 1.00 p.m. today, being the acceptance deadline, Horvik had received valid acceptances of the Offer in respect of a total of 44,521,625 TSG Shares representing 48.53 per cent. of TSG's issued share capital (excluding any shares held in treasury).

In addition to these acceptances, pursuant to the SPA:

-- on 18 March 2021, Horvik acquired 21,437,000 TSG Shares, representing 24.7 per cent. of TSG's issued share capital (excluding any shares held in treasury and shares awarded pursuant to the TSG LTIP which vested on 26 May 2021) ; and

-- on 26 May 2021, Horvik acquired 23,121,918 TSG Shares, representing 26.6 per cent. of TSG's issued share capital (excluding any shares held in treasury and shares awarded pursuant to the TSG LTIP which vested on 26 May 2021) .

Accordingly, as at 1.00 p.m. today, Horvik has received acceptances in respect of TSG Shares which, together with TSG Shares acquired or agreed to be acquired before or during the Offer, result in Horvik and any person acting in concert with it holding 89,080,543 TSG Shares, representing 97.1 per cent. of TSG's issued share capital (excluding any shares held in treasury).

So far as Horvik is aware, no acceptances have been received from persons acting in concert with Horvik.

Of the valid acceptances, acceptances had been received in respect of a total of:

-- 5,779,283 TSG Shares, representing, in aggregate, 6.3 per cent. of TSG's issued share capital (excluding any shares held in treasury) from the TSG Independent Directors who hold TSG Shares and Robert Sasson, each of whom were subject to an irrevocable undertaking to accept the Offer;

-- 457,626 TSG Shares, representing, in aggregate, 0.5 per cent. of TSG's issued share capital (excluding any shares held in treasury) from Charles Ryan and Florian Fenner, each of whom undertook in the SPA (together with the other Selling Shareholders) to accept the Offer with respect to any TSG Shares acquired pursuant to the TSG LTIP on or after the date of the SPA;

-- 5,573,993 TSG Shares, representing, in aggregate, 6.1 per cent. of TSG's issued share capital (excluding any shares held in treasury) from UFG Capital Investment Management Ltd in its position as management company of UFG Global Diversified Investments Limited., and from whom Horvik received a letter of intent to accept or procure the acceptance of the Offer ; and

-- 4,802,000 TSG Shares, representing, in aggregate, 5.2 per cent. of TSG's issued share capital (excluding any shares held in treasury) from GWM Asset Management Ltd ("GWM") , acting as investment manager of GWM Growth Fund SA Sicav RAIF ("GWM Fund") and from whom Horvik received a letter of intent in which GWM expressed its preference that GWM Fund accepts the Offer .

Accordingly, Horvik has no outstanding irrevocable undertakings or letters of intent in relation to the Offer.

Save as disclosed above, neither Horvik nor any person acting in concert with Horvik has:

-- any interest in, or right to subscribe in respect of, or any short position (whether conditional or absolute and whether in the money or otherwise) in relation to the relevant securities of TSG, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of TSG; or

   --      borrowed or lent any relevant securities of TSG. 

The percentage of TSG Shares referred to in this announcement in respect of which valid acceptances have been received is based on a total of 91,739,867 TSG Shares in issue (excluding any shares held in treasury).

Terms used but not defined in this announcement have the same meanings as in the Offer Document.

All the times referred to in this announcement are London times unless otherwise stated.

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 is subject to English law and to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

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. 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.

Notice to US holders of TSG Shares

The Offer is being made to TSG Shareholders resident in the United States in reliance on, and compliance with, Section 14(e) of the US Exchange Act, and Regulation 14E thereunder, as a "Tier II" tender offer (as set forth in Rule 14d-1(d) under the US Exchange Act), and otherwise in accordance with the requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA. The Offer is being made in the United States by Horvik and no one else.

The Offer relates to the shares of a company incorporated in England and Wales that is not registered under the US Exchange Act and is admitted to trading on AIM and is subject to disclosure and other procedural requirements, format and style which are different from those in the United States including with respect to withdrawal rights, offer timetable and settlement procedures, particularly with regard to the date of payment for consideration. Certain differences between the UK rules and US procedure are summarised at paragraph 15 of Part II and paragraph 9 of Part B of Part III of the Offer Document.

Financial information included in the 2.7 Announcement and the Offer Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and Cyprus as applicable, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its TSG Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States federal, state and local, as well as non-US and other, tax laws. Each TSG Shareholder is urged to consult their independent professional adviser immediately regarding any acceptance of the Offer including, without limitation, the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

The Offer is made in the United States by Horvik and no one else. Neither VTB Capital nor any of its affiliates will be making the Offer in or outside the United States.

It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim and claims arising out of the US federal securities laws, since TSG is incorporated under the laws of England and Wales and Horvik is organised under the laws of Cyprus, and the majority of the officers and directors of TSG and Horvik are residents of countries other than the United States. It may not be possible to sue Horvik or TSG, or any of their respective directors, officers or affiliates, in a non-US court for violations of US laws, including US securities laws. It may be difficult to compel Horvik, TSG and their respective directors, officers and affiliates to subject themselves to the jurisdiction of a US court. There is substantial doubt as to the enforceability in the United Kingdom of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgments of a US court.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the Offer Document. Any representation to the contrary is a criminal offence in the United States.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Notice to Russian holders of TSG Shares

The information contained in the Offer Document and this announcement is addressed exclusively to TSG Shareholders who are not located or resident in a Restricted Jurisdiction. Neither the Offer Document, the Offer nor any information contained in the Offer Document or this announcement constitutes an offer ("oferta") pursuant to Russian law, an invitation to make an offer, an advertisement, an offer of securities to an unlimited number of persons within or outside the territory of the Russian Federation, a voluntary tender offer or a mandatory tender offer, in each case, in accordance with Russian law. Neither the Offer Document, this announcement nor the Offer constitutes or is intended for placement or public circulation of securities of foreign issuers in the Russian Federation. TSG Shares to which the Offer relates are not registered in the Russian Federation or admitted to placement, public placement or public circulation in the Russian Federation in accordance with the Russian Federal Law dated 22 April 1996 no. 39-FZ "On the Securities Market" (as amended). The Offer and acquisition of TSG Shares pursuant to the Offer will be carried out exclusively in accordance with the procedures described in the Offer Document.

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.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to people in Restricted Jurisdictions), free of charge, on Horvik's website at https://horviklimited.com/ by no later than 12 noon on the Business Day following the date of this announcement.

Neither the content of that website nor the content of any other website accessible from hyperlinks on that website is incorporated into, or forms part of, this announcement.

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July 23, 2021 13:18 ET (17:18 GMT)