TIDMTSG
RNS Number : 8742U
Trans-Siberian Gold PLC
08 April 2021
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: UFG Special Situations Fund L.P.
Charles Emmitt Ryan
UFG Equity Opportunities Limited
Petrovka GmbH
Wolfgang Florian Fenner
UFG Russia Select Master Ltd.
KST Beteiligungs AG
The Ryan Lambert Family LLC
(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.
----------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form Trans-Siberian Gold PLC
relates:
Use a separate form for each offeror/offeree
----------------------------------
(d) If an exempt fund manager connected with an offeror/offeree, state this and
specify identity
of offeror/offeree:
----------------------------------
(e) Date position held/dealing undertaken: 7 April 2021
For an opening position disclosure, state the latest practicable date prior to
the disclosure
----------------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures NO
in respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
----------------------------------
2. POSITIONS OF THE PERSON 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 following
the dealing (if any)
Class of relevant security: 10p Ordinary Shares
Interests Short positions
------------------------- -----------------------
Number % Number %
--------------- ------------- --------
(1) Relevant securities owned and/or controlled: 25,793,562 * 29.66
--------------- -------- ------------- --------
(2) Cash-settled derivatives:
--------------- -------- ------------- --------
(3) Stock-settled derivatives (including options) and agreements
to purchase/sell: 23,121,918 26.59
--------------- -------- ------------- --------
TOTAL: 25,793,562 * 29.66 23.121,918 26.59
--------------- -------- ------------- --------
*of which:
UFG Special Situations Fund L.P. 12,303,803
Charles Emmitt Ryan 3,748,658
UFG Equity Opportunities Limited 2,788,271
Petrovka GMbH 1,846,729
Wolfgang Florian Fenner 1,780,124
UFG Russia Select Master Ltd. 654,333
KST Beteiligungs AG 1,523,803
The Ryan Lambert Family LLC 1,147,841
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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which 10p Ordinary Shares
subscription right exists:
Details, including nature of the rights concerned and Charles Emmitt Ryan: 250,000 shares under conditional
relevant percentages: share award with exercise price of 10p
per share.
Wolfgang Florian Fenner: 250,000 shares under conditional
share award with exercise price
of 10p per share.
Total (Ryan plus Fenner): 500,000 shares
Vesting: date of completion of the second stage of the
purchase, by the offeror, of the shares
to be acquired by it under the share purchase agreement
as further set out in the 2.7 announcement
----------------------------------------------------------
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
Class of relevant security Purchase/sale Number of securities Price per unit
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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 person making the disclosure and any party to the offer or
any person acting in concert with a party to the offer:
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 person
making the disclosure 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
Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure: 7 April 2021
Contact name: Adrian Parkinson
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Telephone number*: +7 495 662 3030
-----------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does
not need to be included, provided contact information has been
provided to the Panel's Market Surveillance Unit.
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: UFG Special Situations Fund L.P.
Charles Emmitt Ryan
UFG Equity Opportunities Limited
Petrovka GmbH
Wolfgang Florian Fenner
UFG Russia Select Master Ltd.
(collectively the "Sellers")
Name of offeror/offeree in relation to whose relevant securities the disclosure Trans-Siberian Gold PLC
relates:
----------------------------------
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise price Type Expiry date
relevant description purchased securities to per unit e.g. American,
security e.g. call which option European etc.
option or derivative
relates
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:
The Sellers are parties to the Sales Purchase Agreement
dated 18 March 2021 ("SPA") between Horvik Limited (the
"Buyer") and the Sellers. Under the SPA the Sellers are
committed, subject to the Buyer obtaining unconditional
antitrust approval of its acquisition of up to 100% of
the shares from the Russian Federal Antimonopoly Service
under Russian Federal Law No. 135-FZ, to sell their remaining
shares (in the aggregate 23,121,918) in the Offeree to
the Buyer.
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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END
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