21 Aug 2020 09:35
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Highland Gold Mining Limited | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: Transfer of ownership of Fortiana Holdings Limited from Chartac Management Services Limited to Mr Vladislav Sviblov, the ultimate beneficial owner of Fortiana Holdings Limited | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Chartac Management Services Limited | |||||
City and country of registered office (if applicable) | Incorporated under the laws of Cyprus, registered office at Agias Elenis, 36, Galaxias Commercial Centre, 4th floor, Office 403, 1061 Nicosia, Cyprus | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 07/08/2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 20/08/2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 0% | - | 0% | 0 | ||
Position of previous notification (if applicable) | 23.95% (indirectly through Fortiana Holdings Limited) | - | 23.95% (indirectly through Fortiana Holdings Limited) | |||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary shares of £0.001 each (ISIN: GB0032360173) | 0 | 0 | 0% | 0% | |||||
SUBTOTAL 8. A | 0 | 0% | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Vladislav Sviblov, a citizen of Russia | 23.95% (indirectly through his wholly-owned subsidiary Fortiana Holdings Limited) | - | 23.95% (indirectly through his wholly-owned subsidiary Fortiana Holdings Limited) | |
Chartac Management Services Limited, a company incorporated under the laws of Cyprus, registration number HE 18466 | 0% | - | 0% | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
Chartac Management Services ("Chartac"), a Cypriot company wholly-owned by Mr Vladislav Sviblov ("VS"), previously owned 100% of the shares in Fortiana Holdings Limited ("Fortiana"), which directly holds 23.95% of the voting rights in Highland Gold Mining Limited ("Highland Gold").
Fortiana and certain shareholders (the "Selling Shareholders") of Highland Gold entered into a share purchase agreement on 31 July 2020 (the "SPA"), which committed Fortiana to buy, and the Selling Shareholders to sell, 145,759,871 Highland Gold shares, representing 40.06 per cent. of Highland Gold's total issued share capital, at a price of £3.00 per Highland Gold share (the "Acquisition").
The SPA provided for the Acquisition to take place in two stages. Firstly, Fortiana acquired 23.95 per cent. of the total issued share capital of Highland Gold pro rata from each of the Selling Shareholders on 31 July 2020. The acquisition of the remaining Highland Gold shares held by the Selling Shareholders remains conditional upon Fortiana obtaining clearance from the Russian Federal Antimonopoly Service.
On 7 August 2020, Chartac transferred 100% of its shares in Fortiana to VS, Fortiana's ultimate beneficial owner. Accordingly, Chartac no longer holds any interest in Fortiana and, as a result, no longer holds an indirect interest in Highland Gold. Following the transfer, VS is the sole shareholder of Fortiana. | ||||
Place of completion | Nicosia, Republic of Cyprus |
Date of completion | 20 August 2020 |