Offer Update 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 (the Offer ) to be made by Horvik Limited ( Horvik ) for the Company and that Horvik had agreed to acquire 44,558,918 ordinary shares of TSG, representing approximately 51.2 per cent. of TSG s issued share capital (excluding any shares held in treasury), in two tranches from a group of TSG s shareholders (the Selling Shareholders ) (the Acquisition ). Horvik completed the acquisition of 21,437,000 ordinary shares of TSG, representing approximately 24.7 per cent. of TSG s issued share capital (excluding any shares held in treasury) in the first stage of the Acquisition on 18 March 2021. Horvik announced on 19 May 2021 that it had received regulatory approval from the Russian Federal Antimonopoly Service in respect of its acquisition of the remaining 2
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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 se ll, 44,558,918 ordinary shares in TSG, repr esenting approximately 51.2% of TSG s total issued share capital (excluding shares held in treasury), at a price of £1.18 per TSG s hare (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
Pursuant to a share purchase agreement dated 18 March 2021 (the SPA ), Horvik agreed to acquire 44,558,918 ordinary shares of £0.10 each in TSG ( TSG Shares ), representing approximately 51.2 per cent. of the issued share capital of TSG (excluding any shares held in treasury), from certain shareholders of TSG (the Selling Shareholders ) (the Acquisition ). As a result of the Acquisition, Horvik was required under Rule 9 of the City Code on Takeovers and Mergers to make an offer for the TSG Shares not already held or agreed to be acquired by Horvik. Accordingly, on 18 March 2021, Horvik announced a recommended pre-conditional mandatory cash offer for TSG (the Offer ).
VTB Capital plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Horvik and no one else in connection with the Offer and this announcement, and will not be responsible to anyone other than Horvik for providing the protections afforded to clients of VTB Capital plc nor for providing advice in connection with the Offer or this announcement or any matter referred to herein. This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.