TIDMTSG
RNS Number : 8299E
Horvik Limited
09 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
9 July 2021
RECOMMED MANDATORY CASH OFFER
for
TRANS-SIBERIAN GOLD PLC ("TSG")
by
HORVIK LIMITED ("HORVIK")
OFFER DECLARED WHOLLY UNCONDITIONAL
Horvik is pleased to announce that the Condition to its Offer
has now been satisfied and, accordingly, the Offer is now wholly
unconditional.
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
43,161,279 TSG Shares representing 47.05 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) ,
meaning as at the date of this announcement, Horvik owns
44,558,918 TSG Shares, representing 48.6 per cent. of TSG's issued
share capital (excluding any shares held in treasury, but including
shares transferred from treasury 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 87,720,179 TSG Shares, representing 95.62 per cent. of
TSG's issued share capital (excluding any shares held in
treasury).
Horvik may count 87,720,179 TSG Shares (carrying 95.62 per
cent., and more than 50 per cent., of the voting rights in TSG)
towards satisfaction of the Condition to the Offer. Therefore, the
Condition is satisfied.
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).
Offer to remain open
The Offer will remain open for acceptance until 1.00 p.m. on 23
July 2021.
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 23 July 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 23 July 2021.
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 Shareholder is entitled under the Offer
will be effected:
-- in the case of acceptances which have been received and are
valid and complete in all respects by 1.00 p.m. on the date of this
announcement, within 14 days; or
-- in the case of further acceptances which are valid and
complete in all respects and received after 1.00 p.m. on the date
of this announcement but while the Offer remains open for
acceptance, within 14 days of such receipt, in each case in the
manner described in the Offer Document.
No cash consideration will be sent to an address in a Restricted
Jurisdiction.
Intention to procure the cancellation of trading on AIM
As previously set out in the Offer Document, as the Offer is now
unconditional in all respects, and Horvik has acquired or agreed to
acquire more than 75 per cent. of the issued share capital of TSG
(excluding shares held in treasury), an application will be made by
TSG to the London Stock Exchange for the cancellation of the
admission to trading of the TSG Shares on AIM not less than 20
clear Business Days after the date of such application.
The cancellation of the admission of TSG Shares to trading on
AIM will significantly reduce the liquidity and marketability of
any TSG Shares in respect of which the Offer has not been accepted.
Any remaining TSG Shareholders will become minority shareholders in
a majority controlled company and will likely therefore be unable
to sell their TSG Shares. There can be no certainty that such
minority TSG Shareholders would again be offered an opportunity to
sell their TSG Shares on terms which are equivalent to or no less
advantageous than those under the Offer.
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
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
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.
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END
OUPSSDFMUEFSEIW
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