Conversion of Debt & Total Voting Rights (6273W)
2012年2月2日 - 12:56AM
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RNS Number : 6273W
Trans-Siberian Gold PLC
01 February 2012
Trans-Siberian Gold plc
Equity conversion of US$4.8 million existing debt
Total Voting Rights
Additional exercise of conversion options in respect of US$1.6
million existing debt
LONDON: 1 February 2012 - Further to the announcement on 31
January 2012, Trans-Siberian Gold plc ("TSG" or "the Company")
(TSG.L) is pleased to announce that US$4.8 million of its existing
US$8.2 million total indebtedness to UFG Asset Management ("UFG")
and AngloGold Ashanti Limited ("AGA"), comprising US$3.1 million
(out of US$5.1 million) owed to UFG and US$1.7 million (out of
US$3.1 million) owed to AGA, has been converted into new ordinary
shares of 10p each in the Company ("Shares").
The US$4.8 million indebtedness has been converted at 69.94
pence per share in the case of the UFG indebtedness and 69.98 pence
per share in the case of the AGA indebtedness (the "Conversion").
The Conversion has resulted in the issue of 4,386,771 new Shares,
of which 2,808,151 Shares are expected to be admitted to trading on
AIM on 2 February 2012 and 1,578,620 Shares on 3 February 2012.
Total voting rights
Following the Conversion, the total number of Shares in issue
will be 108,597,454. There are no shares held in treasury. The
total number of voting rights in the Company will therefore be
108,597,454.
The above figure of 108,597,454 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company, under the Disclosure and
Transparency Rules.
The Company has been informed of the following shareholdings in
the Company following the Conversion:
Name Number Percentage
UFG 60,057,598 55.30%
AGA 33,780,177 31.11%
Additional exercise of conversion options
The Company also reports that it has been notified by UFG and
AGA that UFG and AGA each wish to exercise their options to convert
a further US$1.0 million and US$0.6 million respectively of the
outstanding balances of the loan facilities provided to TSG (as
described in TSG's 31 January 2012 announcement) into Shares.
The aggregate balances of the UFG and AGA loan facilities will
reduce to US$1.0 million and US$0.8 million respectively following
the Conversion described above and this additional exercise of
their conversion options.
The UFG US$1 million indebtedness and AGA US$0.6 million
indebtedness, including further interest accrued, will be converted
into new Shares by applying the closing US dollar:pound sterling
exchange rate on the business day immediately preceding the date of
the conversion and a conversion price of 69.98p, in the case of the
UFG loan, and 69.75p, in the case of the AGA loan. The conversion
prices represent the volume weighted average closing price of the
Shares for the 60 trading days up to and including 27 January 2012
and 30 January 2012, being the trading days prior to the respective
notices of conversion. Assuming an exchange rate of US$1.57:GBP1,
the above described conversion prices and conversion on 3 February
2012, the additional conversion will result in the issue of
approximately 937,508 new Shares to UFG and approximately 529,052
new Shares to AGA as consideration for the release of the Company's
indebtedness to UFG and AGA as described above.
This issue of new Shares falls within the authority of TSG's
directors to issue shares on a non pre-emptive basis as approved by
shareholders on 8 November 2011.
Based on the above assumptions, the new Shares, when issued,
will represent approximately 1.33% of TSG's enlarged issued share
capital and the respective interests of UFG and AGA will increase
from 55.30% to approximately 55.42% and from 31.11% to
approximately 31.17% of the Company's total issued share
capital.
As reported on 1 February 2008, the Company is not subject to
The City Code on Takeovers and Mergers. The Company's principal
place of business is not in the UK and a majority of its Directors
are based outside the UK. Therefore, the Company is deemed to be
outside the jurisdiction of the Code and will not be subject to the
Code while its management and control remain outside the UK.
Conversion of the UFG and AGA loan facilities are deemed to be
related party transactions in accordance with the AIM Rules due to
UFG and AGA being substantial shareholders of the Company.
The Directors, other than Messrs Fenner and Ryan (who are
connected to UFG), having consulted with Seymour Pierce Limited,
the Company's nominated adviser, consider the terms of the UFG
conversion to be fair and reasonable insofar as TSG's shareholders
are concerned.
The Directors, having consulted with Seymour Pierce Limited, the
Company's nominated adviser, also consider the terms of the AGA
conversion to be fair and reasonable insofar as TSG's shareholders
are concerned.
- Ends -
Contacts TSG
Simon Olsen + 44 (0) 7770 484965
+44 (0) 207 107
Seymour Pierce Ltd 8000
Stewart Dickson / David Foreman (Corporate
Finance)
Jeremy Stephenson (Corporate Broking)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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