TSG.L Regulatory News (TSG)

9 Jul 2007 07:01

Trans-Siberian Gold PLC09 July 2007 Trans-Siberian Gold plc Annual General Meeting London: 9 July 2007 - Trans-Siberian Gold plc ("TSG" or "the Company") (TSG.L)reports that it has been notified by UFG Asset Management ("UFG"), which holds29.13% of the Company's shares, that it intends to propose the appointment of MrJochen Neynaber as an additional director of the Company at the Annual GeneralMeeting to be held on 24 July 2007. Mr Neynaber, aged 68, is an international banker, with four decades ofexperience in investment management. He is the former Chairman of SchroderMunchmeyer Hengst Bank and a director of a number of German investmentcompanies. Currently he serves as Chairman of Universal Investment GmbH and is adirector of the TR European Growth Trust Plc of Henderson Global InvestorsLimited, London. He is Chairman of the Board of UFG Russia Select Fund, one ofthe two UFG funds which hold TSG shares, and is based in Frankfurt. At the AGM three directors will retire by rotation in accordance with theCompany's Articles of Association and seek re-election and, including MrNeynaber, there are three proposed new directors' appointments, all of whom havebeen proposed by UFG. UFG's statement in support of its proposals and votingintentions is attached. The majority of the Company's Board is satisfied that its current size andbalance between representatives of its major shareholders, independents andexecutive directors is appropriate. It also considers that one of theindependent directors should be based in the United Kingdom, given the Company'sAIM listing and UK corporate status and the fact that approximately 70% of itsshareholders are outside Russia. Three of the current Board, including the CEO,provide the experience and understanding of doing business in Russia, and thiswill increase to four assuming the election at the AGM of Mr Alexander Doumnov,a TSG shareholder with 777,000 shares (1.88%). It is also considered appropriateto have mining experience amongst the independent directors which Peter Burnellprovides. Mr Doumnov's appointment is recommended by a majority of the Board as it isconsidered that his 9.9% shareholding in, and directorship of, OAO SibirskiyGorno-Metallurgichesky Alyans (SiGMA), a gold focussed exploration companycontrolled by UFG, with assets held in the Kamchatka peninsula in Far EastRussia, should not affect the exercise of his independent judgement. Three ofTSG's directors, including its CEO, are also directors of SiGMA. While recognising the excellent credentials of the other two UFG proposeddirectors, the majority of the Board is unable to recommend their appointmentsince Mr Dmitry Khilov's senior management role in UFG and Mr Neynaber'schairmanship of the UFG Russia Select Fund would prevent them acting in anindependent capacity and the balance of the Board would be affected by theappointment of additional UFG representatives. Their proposed appointments willtherefore be put to the AGM as shareholder proposals. The majority of the Board also considers that, for the Company's present sizeand activity, the Board of Directors should not expand beyond its currentcomplement of eight, comprising two executive and six non-executive directors.The latter includes two representatives of each of UFG and AngloGold AshantiLimited ("AGA"), TSG's other major shareholder with 29.79% of the Company'sshares, and two independent directors, in line with the Combined Code'srecommendation that smaller companies should have at least two independentnon-executive directors. Both of TSG's current independent directors retire byrotation at this year's AGM and seek re-election. The voting intentions of UFG and AGA, and of the two directors who are alsoshareholders, in respect of the six directorate resolutions insofar as theseintentions have been advised to the Company are set out below. UFG has alsoadvised that it has secured the support of other shareholders, holdingapproximately 9% of TSG's shares. UFG AGA Bowring BurnellPhilip Bowring (independent) against against for forPeter Burnell (Chairman and independent) against for for for Boris Fedorov (UFG) for for for forAlexander Doumnov (Board recommended) for for against abstainDmitry Khilov (UFG proposed) for against against againstJochen Neynaber (UFG proposed) for against against against The majority of the TSG Board considers that UFG's proposed Board changes, takentogether, inappropriately shift the balance of board representation as theywould, if implemented in full, give UFG, with a shareholding of 29.13%, thepotential to control the Board, and thereby effectively the Company. Ends Contacts: TSG Peter Burnell +44 (0) 1434 632292 / (0) 7714 767647Simon Olsen +44 (0) 7770 484965 Seymour PierceStuart Lane +44 (0) 20 7107 8000 BanksideKeith Irons +44 (0) 20 7367 8873Oliver Winters Trans-Siberian Gold plc Annual General Meeting 24 July 2007 Statement by UFG Asset Management 1) We strongly believe that message of Mr. Peter Burnell, current chairman ofthe board, to shareholders seriously distorts the facts surrounding UFGnominations. This is just another indication that the majority of the board caremore about window-dressing rather than core interests of shareholders."2) We are unhappy with the results of the company and its share price. There isa need for change. We are frustrated with the situation when the boardconstantly discusses press-releases instead of going to Kamchatka andcontrolling costs.3) Having at least two independent directors is not obligatory for AIM-listedcompanies. Still, we are happy to nominate two new independent directors withimpeccable reputations.4) Somebody should take a lead in bringing company to success and in the absenceof other contenders we have to do it. That is why we have so many nominations.We risk our money and money of our investors - this is the best guarantee thatwe want to work hard to bring TSG to success.5) Any suspicion of us plotting to usurp power is ridiculous. Our only goal isto make money for shareholders.6) We ask all shareholders to support all candidates of UFG and to vote againstPeter Burnell who lost our confidence. Any questions are welcome to come to UFG directors Florian Fenner and BorisFedorov, by telephone +7 495 7211212 or e-mail FFenner@ufgam.com This information is provided by RNS The company news service from the London Stock Exchange