TSG.L Regulatory News (TSG)

12 Feb 2007 07:01

Trans-Siberian Gold PLC12 February 2007 Trans-Siberian Gold plc Sale of Krasnoyarsk properties - update London: 12 February 2007 - Trans-Siberian Gold plc ("TSG" or "the Company")(TSG.L) reports that the agreements for the sale of its Krasnoyarsk basedsubsidiaries, OOO GRK Amikan ("Amikan") and OOO AS Angarskaya ProizvodstvennayaKompaniya ("AS APK"), to AngloGold Ashanti Limited ("AGA") for a cashconsideration of US$40 million announced on 21 September 2006 have been signed. The sale consideration is more than 75% of the Company's current marketcapitalisation and consequently completion of the transactions is conditional onthe approval of TSG shareholders. A circular outlining the terms of thetransactions is expected to be sent to shareholders within the next two weeks.The disposals are also conditional upon the approval of the South AfricanReserve Bank ("SARB"), following which AGA will make an initial payment ofUS$8.7 million ("the Initial Payment"), and certain other matters including anextension to the mining licence at Amikan's Veduga property and the necessaryregulatory approvals in Russia. Subject to SARB approval of the transaction, AGA will also make availablefacilities, to be guaranteed by the Company, of up to US$4 million and US$1million ("the Interim Facilities") to Amikan and AS APK respectively to fundtheir current exploration expenditure and administration costs. Further to the 21 September 2006 announcement TSG and AGA have also agreed that,on or after 30 April 2007, either party may serve notice in respect of theconversion of AGA's existing US$10 million loan to TSG into TSG shares, subjectto shareholder approval and the provisions of the City Code on Takeovers andMergers should this lead to AGA's interest in the Company exceeding 29.9%. Theexercise price for such conversion will be TSG's volume weighted average shareprice at the close of business on the 20 trading days immediately prior to thedate on which such notice is served. In the event that the sale of the two companies to AGA is not completed, eitherTSG or AGA may serve notice, but not before 30 April 2007, requiring theconversion of the Initial Payment and/or any amounts drawn under the InterimFacilities into TSG shares, subject to shareholder approval and the provisionsof the City Code on Takeovers and Mergers should this lead to AGA's interest inthe Company exceeding 29.9%. The exercise price for such conversions would becalculated in the same manner as detailed above. Further announcements in respect of the satisfaction of the remaining conditionsto the completion of the sale of the Krasnoyarsk companies will be made in duecourse. Ends Contacts: TSGSimon Olsen +44 (0) 1223 265760 Seymour PierceStuart Lane +44 (0) 20 7107 8000 BanksideKeith Irons +44 (0) 20 7367 8873Oliver Winters This information is provided by RNS The company news service from the London Stock Exchange