FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Full name of discloser: | HORVIK LIMITED |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | VLADISLAV SVIBLOV, a citizen of Russia
CHARTAC MANAGEMENT SERVICES LIMITED, a company incorporated under the laws of Cyprus, registration number HE 18466
|
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Trans-Siberian Gold plc |
| (d) Is the discloser the offeror or the offeree
| OFFEROR |
| (e) Date position held: The latest practicable date prior to disclosure | 18 March 2021 |
| (f) In addition to the Company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security:
| 10p ordinary shares | |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 21,437,000 | 24.65 | | |
| (2) Cash-settled derivatives:
| | | | |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 23,121,918 | 26.59 | | |
| TOTAL: | 44,558,918 | 51.25 | | |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | |
| Details, including nature of the rights concerned and relevant percentages: | |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||
|
Pursuant to a share purchase agreement dated 18 March 2021 (the "SPA"), Horvik Limited ("Horvik") agreed to acquire 44,558,918 ordinary shares in Trans-Siberian Gold plc ("TSG") (representing 51.25 per cent. of TSG's issued share capital (excluding shares held in treasury)) from certain shareholders of TSG (the "Selling Shareholders"). Due to Russian Federal Antimonopoly Service ("FAS") requirements, Horvik agreed to acquire 21,437,000 ordinary shares in TSG (representing 24.65 per cent. of TSG's issued share capital (excluding shares held in treasury)) upon the announcement of the mandatory cash offer for the entire issued and to be issued share capital of TSG on 18 March 2021. The remaining 23,121,918 ordinary shares in TSG (representing 26.59 per cent. of TSG's issued share capital (excluding shares held in treasury)) (the "Remaining Shares") will be acquired upon such approval from FAS having been obtained. Accordingly, from the time of entry into the SPA until such time as the Remaining Shares are acquired, Horvik is treated as acting in concert with the Selling Shareholders.
|
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
|
None.
|
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
|
None.
|
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | YES |
| Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 19 March 2021 |
Contact name: | Viktoria Smirnova |
Telephone number: | +7 926 462 48 67 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
| Full name of person making disclosure: | HORVIK LIMITED |
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Trans-Siberian Gold plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
| | | | | | | |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
|
Pursuant to a share purchase agreement dated 18 March 2021 (the "SPA"), Horvik Limited ("Horvik") agreed to acquire 44,558,918 ordinary shares in Trans-Siberian Gold plc ("TSG") (representing 51.25 per cent. of TSG's issued share capital (excluding shares held in treasury)) from certain shareholders of TSG (the "Selling Shareholders"). Due to Russian Federal Antimonopoly Service ("FAS") requirements, Horvik agreed to acquire 21,437,000 ordinary shares in TSG (representing 24.65 per cent. of TSG's issued share capital (excluding shares held in treasury)) upon the announcement of the mandatory cash offer for the entire issued and to be issued share capital of TSG on 18 March 2021. The remaining 23,121,918 ordinary shares in TSG (representing 26.59 per cent. of TSG's issued share capital (excluding shares held in treasury)) (the "Remaining Shares") will be acquired upon such approval from FAS having been obtained. |
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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