Horvik Limited Form 8 (OPD) (Horvik Limited) (Amendment 070421) (6936U)
2021年4月7日 - 7:47PM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMTSG
RNS Number : 6936U
Horvik Limited
07 April 2021
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")
AMENDMENT - CHANGE TO SECTION 3
1. KEY INFORMATION
(a) Full name of discloser: HORVIK LIMITED
(b) Owner or controller of interests and short positions VLADISLAV SVIBLOV, a citizen of Russia
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is CHARTAC MANAGEMENT SERVICES LIMITED, a company
insufficient. For a trust, the trustee(s), incorporated under the laws of Cyprus, registration
settlor and beneficiaries must be named. number HE 18466
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(c) Name of offeror/offeree in relation to whose relevant Trans-Siberian Gold plc
securities this form relates:
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree OFFEROR
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(e) Date position held: 18 March 2021
The latest practicable date prior to disclosure
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(f) In addition to the Company in 1(c) above, is the N/A
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"
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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
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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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
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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
approximately 51.25 per cent. of TSG's issued share capital (excluding shares held in treasury))
from certain shareholders of TSG. Due to Russian Federal Antimonopoly Service ("FAS") requirements,
Horvik agreed to acquire 21,437,000 ordinary shares in TSG (representing approximately 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 approximately
26.59 per cent. of TSG's issued share capital (excluding shares held in treasury)) will be
acquired upon such approval from FAS having been obtained.
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) NO
Supplemental Form 8 (SBL) NO
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Date of disclosure: 19 March 2021
Contact name: Viktoria Smirnova
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Telephone number: +7 926 462 48 67
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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 .
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April 07, 2021 06:47 ET (10:47 GMT)
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