28 May 2021 15:54
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS | ||||||
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | Trans-Siberian Gold plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify): |
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3. Details of person subject to the notification obligation | ||||||
Name | Horvik 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.) | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reached: | 26 May 2021 (see Additional Information below) | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 27 May 2021 | |||||
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 held in issuer | ||
Resulting situation on the date on which threshold was crossed or reached | 51.2% |
| 51.2% | 44,558,918 | ||
Position of previous notification (if applicable) | 24.7% | - | 24.7% | 21,437,000 | ||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights | % of voting rights | |||||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
Ordinary shares of £0.10 each (ISIN: GB0033756866) | 44,558,918 | - | 51.2% | - | |||||
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SUBTOTAL 8. A | 44,558,918 | 51.2% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights | |||||
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| SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Physical or cash settlement | Number of voting rights | % of voting rights | ||||
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| 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) issuer |
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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 entity (please add additional rows as necessary) | X | |||
Name | % 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 | 51.2% (indirectly through his wholly-owned subsidiary Horvik Limited) | - | 51.2% (indirectly through his wholly-owned subsidiary Horvik Limited) | |
Chartac Management Services Limited, a company incorporated under the laws of Cyprus, registration number HE 18466 | 51.2% (indirectly through its wholly-owned subsidiary Horvik Limited) | - | 51.2% (indirectly through its wholly-owned subsidiary Horvik Limited) | |
Horvik Limited, a company incorporated under the laws of Cyprus, registration number HE 399750 | 51.2% | - | 51.2% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information | ||||
Horvik Limited ("Horvik") and certain shareholders (the "Selling Shareholders") of Trans-Siberian Gold plc ("TSG") entered into a share purchase agreement on 18 March 2021 (the "SPA"), which committed Horvik to buy, and the Selling Shareholders to sell, 44,558,918 ordinary shares in TSG, representing approximately 51.2% of TSG's total issued share capital (excluding shares held in treasury), at a price of £1.18 per TSG share (the "Acquisition").
The SPA provided for the Acquisition to take place in two stages. Firstly, Horvik agreed to acquire 21,437,000 ordinary shares in TSG pro rata from each of the Selling Shareholders, representing approximately 24.7% of the total issued share capital of TSG (excluding shares held in treasury), which occurred on 18 March 2021. The acquisition by Horvik of the remaining 23,121,918 ordinary shares of TSG held by the Selling Shareholders was conditional upon Horvik obtaining clearance from the Russian Federal Antimonopoly Service ("FAS"), which was received on 19 May 2021. On 26 May 2021, Horvik completed the acquisition of the remaining 23,121,918 ordinary shares of TSG held by the Selling Shareholders, representing approximately 26.6% of the total issued share capital of TSG (excluding any shares held in treasury).
As a result of completion of the Acquisition, the awards granted under TSG's Long Term Incentive Plan (the "Executive LTIP") and Non-Employee Long Term Incentive Plan (the "NED LTIP" and together with the Executive LTIP, the "LTIPs"), announced on 8 June 2020 and 28 August 2020, (the "Awards") vested under the change of control provisions in the LTIPs rules. As announced by Horvik on 26 May 2021, the Awards will be settled by way of TSG transferring 4,787,816 of its ordinary shares held in treasury and, as a result, Horvik's shareholding in TSG is expected to be diluted from approximately 51.2% of the total issued share capital of TSG (excluding shares held in treasury) to approximately 48.6% of the total issued share capital of TSG (excluding shares held in treasury). | ||||
Place of completion | Nicosia, Republic of Cyprus |
Date of completion | 27 May 2021 |