26 February 2021
Trans-Siberian Gold plc
("TSG", the "Company" or the "Group")
Reorganisation of TSG shareholding by UFG Asset Management
Director Dealings
Trans-Siberian Gold plc (TSG.LN), a low cost, high grade gold producer in Russia, announces that it has been notified by the Company's major shareholder, UFG Asset Management ("UFG"), of a reorganisation of its interests in the Company's ordinary shares ("TSG Shares") between certain funds, connected entities and individuals within UFG.
There is no change to the total number of TSG Shares held by UFG, its connected entities and individuals within UFG.
UFG is an established multi-asset investment manager and long-term supportive shareholder of TSG.
Details of the Reorganisation
UFG Investment Company I Limited ("UFG Inv Co I") currently holds 7,216,977 TSG Shares representing approximately 8.28% of the Company's share capital. For various fund-related reasons, UFG Inv Co I is seeking to divest its TSG Shares which will be acquired by connected entities and individuals within UFG (the "Reorganisation").
UFG Inv Co I has entered into a binding agreement whereby it will transfer 1,843,620 TSG Shares to Petrovka GmbH an entity controlled by Mr. Florian Fenner, a Non-Executive Director of the Company. A further 5,373,357 TSG Shares will be transferred from UFG Inv Co I to UFG Equity Opportunities Limited ("UFG Equity Opportunities"), whose beneficiary, following the transfer, will be Mr. Fenner.
It is proposed that UFG Equity Opportunities will enter into conditional agreements with certain individuals within UFG who will acquire 3,072,702 TSG Shares from UFG Equity Opportunities, of which Mr. Charles Ryan, the Non-Executive Chairman of the Company, will purchase 1,843,620 TSG Shares.
Effect of the Reorganisation
The Reorganisation will not result in any change to the overall interest in TSG Shares held by UFG funds, connected entities and individuals. Messrs Ryan and Fenner, both Non-Executive Directors of TSG, will increase their beneficial shareholdings in TSG.
On completion of the Reorganisation, UFG's interests in TSG Shares held through various funds and connected entities and individuals, is set out below.
Legal completion of the Reorganisation is expected to occur on or around 31 May 2021. The Company will update the market on completion of the Reorganisation.
Summary table of UFG shareholdings
|
| Pre Reorganisation | On completion of the Reorganisation | |||
|
Holder |
Number of Ordinary Shares |
Percentage of Total Voting Rights |
Number of Ordinary Shares |
Percentage of Total Voting Rights | |
| UFG Special Situations Fund L.P | 23,711,017 | 27.2% | 23,711,017 | 27.2% | |
| Mr. Charles Ryan (1) | 7,224,147 | 8.3% | 9,067,767 | 10.4% | |
| Petrovka GmbH(2) | 1,715,264 | 2.0% | 3,558,884 | 4.1% | |
| Mr. Florian Fenner | 3,430,528 | 3.9% | 3,430,528 | 3.9% | |
| UFG Equity Opportunities Limited (3) | - | - | 2,300,655 | 2.6% | |
| Mr. Vadim Ognestsikov | 1,391,449 | 1.6% | 1,391,449 | 1.6% | |
| UFG Russia Select Master Ltd | 1,260,985 | 1.4% | 1,260,985 | 1.4% | |
| Mr. Robert Sasson | 1,109,278 | 1.3% | 1,109,278 | 1.3% | |
| Mr. Adrian Parkinson | 782,803 | 0.9% | 954,875 | 1.1% | |
| Ms. Polina Gerasimenko | - | - | 884,938 | 1.0% | |
| Mr. Martin Skelly | - | - | 172,072 | 0.2% | |
| UFG Investment Company I Limited | 7,216,977 | 8.3% | - | - | |
| Total | 47,842,448 | 54.9% | 47,842,448 | 54.9% | |
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Notes:
(1) Ryan Lambert Family LLC holds an additional 1,147,841 ordinary shares of which Mr. Ryan's children are potential beneficiaries. Mr Ryan does not directly control or manage Ryan Lambert Family LLC.
(2) Petrovka GmbH is 100% owned by Mr Fenner.
(3) Mr. Fenner is the ultimate beneficiary of the TSG shares held by UFG Equity Opportunities Limited
All of the holdings set about above are regarded as "not in public hands" for the purposes of AIM Rule 26. Updated information required by AIM Rule 26 is available from the Company's website: www.trans-siberiangold.com
TSG currently has 87,158,508 ordinary shares in issue and holds 22,894,565 ordinary shares in treasury.
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
Market Abuse Regulations
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
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.
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||||
| a) | Name | Mr. Florian Fenner | ||||||
| 2. | Reason for the notification | |||||||
| a) | Position / status | Non-Executive Director | ||||||
| b) | Initial notification / amendment | Initial Notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Trans-Siberian Gold plc | ||||||
| b) | LEI | 213800HENP1FDZHJAF13 | ||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument Identification code | Ordinary shares of Trans-Siberian Gold plc of 10p GB0033756866 | ||||||
| b) | Nature of the transaction | Petrovka GmbH an entity controlled by Mr. Florian Fenner will acquire 1,843,620 TSG Shares from UFG Investment Company I Limited.
5,373,357 TSG Shares will be transferred to UFG Equity Opportunities Limited whose ultimate beneficiary, following the transfer, will be Mr. Fenner | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price |
Not applicable - single transaction | ||||||
| e) | Date of the transaction | 26 February 2021 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
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