TIDMTSG
RNS Number : 7669G
Horvik Limited
28 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
28 July 2021
RECOMMED MANDATORY CASH OFFER
for
TRANS-SIBERIAN GOLD PLC ("TSG")
by
HORVIK LIMITED ("HORVIK")
DISPATCH OF FORMAL COMPULSORY ACQUISITION NOTICES
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 Horvik (the "Offer") to be
unconditional in all respects. The full terms of, and Condition to,
the Offer are set out in the offer document published by Horvik on
9 June 2021 (the "Offer Document").
On 23 July 2021, Horvik announced that it owned, or had received
valid acceptances of the Offer in respect of, a total of 44,521,625
TSG Shares, representing 94.36 per cent. of TSG's issued share
capital.
Compulsory acquisition
Further to Horvik's announcement on 23 July 2021 that it had
received valid acceptances in respect of more than 90 per cent. of
the TSG Shares to which the Offer related, Horvik announces the
dispatch yesterday of formal compulsory acquisition notices (the
"Compulsory Acquisition Notices") under sections 979 and 980 of the
Companies Act 2006 (the "Act") to TSG Shareholders who have not yet
accepted the Offer. These notices 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.
On 23 July 2021, Horvik announced that the Offer will remain
open for acceptance until 1.00 p.m. on 9 August 2021, being the
date when the cancellation of admission to trading of TSG Shares on
AIM will take effect. 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 1.00 p.m. on 7 September 2021
(being 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.
No cash consideration will be sent to an address in a Restricted
Jurisdiction.
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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END
OUPDKFBPCBKKPOB
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