REG - Trans-Siberian Gold - Cancellation of Trading on AIM

Canaccord GenuityAnnouncement

12/07/2021 10:50

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 £0.10 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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