TIDMTSG
RNS Number : 3979B
Horvik Limited
09 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, 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 June 2021
RECOMMED MANDATORY CASH OFFER
for
TRANS-SIBERIAN GOLD PLC ("TSG")
by
HORVIK LIMITED ("HORVIK")
PUBLICATION OF OFFER DOCUMENT
On 18 March 2021, Horvik and TSG announced the terms of a
recommended pre-conditional mandatory cash offer to be made by
Horvik for TSG (the "Offer").
On 19 May 2021, Horvik announced that the Russian Federal
Antimonopoly Service ("FAS") had granted regulatory clearance in
connection with the Offer and that, accordingly, the pre-condition
to the Offer had been satisfied.
Horvik and TSG are pleased to announce that the offer document
containing the full terms and conditions of the Offer (the "Offer
Document"), together with the related Form of Acceptance, will be
published and sent to TSG Shareholders today. The Offer Document,
the Form of Acceptance and this announcement will be made available
on Horvik's website at https://horviklimited.com, and the Offer
Document and Form of Acceptance will be available on TSG's website
at https://www.trans-siberiangold.com.
Terms used but not defined in this announcement have the same
meanings as in the Offer Document.
Action to be taken by TSG Shareholders and Timetable
The Offer will remain open for acceptance until 1.00 p.m.
(London time) on 9 July 2021. To accept the Offer, it is important
that you follow the instructions set out in Parts C and D of Part
III of the Offer Document and, in respect of certificated TSG
Shares, as further described in the Form of Acceptance.
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.
(London time) on 9 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. (London time) on 9 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.
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.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser, corporate broker and nominated adviser
exclusively for TSG and for no one else in connection with the
Offer and this Announcement, and will not regard any other person
as its client in relation to the matters referred to in this
Announcement and will not be responsible to anyone other than TSG
for providing the protections afforded to clients of Canaccord
Genuity Limited, nor for providing advice in connection with the
Offer or this Announcement or any other 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 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, 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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day (as
defined in the Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day (as defined in the Code) following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day (as defined in the Code)
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44(0)20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
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