29 Apr 2021 07:00
29 April 2021
Trans-Siberian Gold plc
("TSG", the "Company" or the "Group")
Transaction in Own Shares
Directors Dealings
Trans-Siberian Gold plc (TSG.LN), a low cost, high grade gold producer in Russia, announced on 18 March 2021 a recommended pre-conditional mandatory cash offer to be made by Horvik Limited ("Horvik") for the Company and that Horvik had agreed to acquire 44,558,918 TSG Shares, representing approximately 51.2 per cent. of TSG's issued share capital (excluding any shares held in treasury), from a group of TSG Shareholders (the "Selling Shareholders") (the "Acquisition").
In the first stage of the Acquisition Horvik acquired 21,437,000 TSG Shares, representing 24.7 per cent. of TSG's issued share capital (excluding any shares held in treasury) pro rata from each of the Selling Shareholders. The acquisition of the remaining 23,121,918 TSG Shares (the "Second Completion") from the Selling Shareholders is conditional only upon Horvik receiving clearance from the Russian Federal Antimonopoly Service ("FAS").
Following the Second Completion, Horvik will have acquired approximately 51.2 per cent. of the Company's issued share capital (excluding any shares held in treasury), as a result of which the awards granted under the Company's Long Term Incentive Plan ("Executive LTIP) and Non-Employee Long Term Incentive Plan ("NED LTIP", and together with the Executive LTIP, the "LTIPs"), announced on 8 June 2020 and 28 August 2020, (the "Awards") will vest under the change of control provisions in the LTIP rules.
The Awards under the Executive LTIP comprise 2,297,988 and 1,300,000 conditional share Awards granted respectively to Messrs Alexander Dorogov and Eugene Antonov (the "Executives"). As these Awards were issued with a nil Award Price no further action is required and, subject to the Second Completion, the Company will transfer such number of TSG Shares to the Executives as shown in the table below.
The Awards under the NED LTIP comprise a total of 750,000 conditional share Awards granted to Messrs Charles Ryan, Florian Fenner and Robert Sasson (together with Mr Stewart Dickson, the "NEDs"), and options in respect of 550,000 TSG Shares (the "Options") to Stewart Dickson as shown in the table below. Each of the NEDs is required to pay an Award price of 10 pence per TSG Share (the "Award Price") and Stewart Dickson is required to exercise the Options. Conditional upon the Second Completion, Stewart Dickson has given notice to exercise the Options and each NED has elected for cashless settlement, such that the number of TSG Shares to be issued or transferred to them in satisfaction of their Award shall be netted off (at the Acquisition Price of £1.18 per TSG Share) against payment of the Award Price.
Following the Second Completion, the Company will transfer TSG Shares to the Award Holders out of treasury as shown in the following table:
Award Holder | Awards | Aggregate Award Price (£) | Award Value (£) at £1.18/share | Award Value (£) net | Award Shares |
Alexander Dorogov | 2,297,988 | Nil |
|
| 2,297,988 |
Eugene Antonov | 1,300,000 | Nil |
|
| 1,300,000 |
Charles Ryan | 250,000 | 25,000 | 295,000 | 270,000 | 228,813 |
Florian Fenner | 250,000 | 25,000 | 295,000 | 270,000 | 228,813 |
Robert Sasson | 250,000 | 25,000 | 295,000 | 270,000 | 228,813 |
Stewart Dickson | 550,000 | 55,000 | 649,000 | 594,000 | 503,389 |
Total | 4,897,988 |
|
|
| 4,787,816 |
|
|
The Directors in turn, have irrevocably agreed, subject to the terms set out in the announcement by Horvik on 18 March 2021, to accept the cash offer to be made by Horvik in respect of their TSG Shares including the Award Shares.
The Company will make a further announcement when the transfer of the Award Shares has been effected.
Unless otherwise stated, defined terms shall have the same meaning as that set out in the announcement made by Horvik on 18 March 2021.
ENDS
Contacts: |
|
TSG Stewart Dickson | +44 (0) 7799 694195 |
Canaccord Genuity Limited (Nominated Adviser & Joint Corporate Broker) Henry Fitzgerald-O'Connor / James Asensio | +44 (0) 20 7523 8000 |
Panmure Gordon (UK) Limited (Joint Corporate Broker) John Prior / Hugh Rich / Ailsa MacMaster | +44 (0) 20 7886 2500 |
Hudson Sandler (Financial Public Relations) Charlie Jack / Katerina Parker / Elfie Kent | +44 (0) 207 796 4133
|
About TSG
TSG is focused on low cost, high grade mining operations and stable gold production from its 100% owned Asacha Gold Mine in Far East Russia. The Company also holds the licence for the development and exploration of the Rodnikova deposit, one of the largest gold fields in South Kamchatka.
Additional information is available from the Company's website: www.trans-siberiangold.com
Disclaimer
This announcement contains "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "should" or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, uncertainties arise from the behaviour of financial and metals markets, fluctuations in interest and/or exchange rates and metal prices; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different that those expressed in our forward-looking statements.