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On 18 March 2021, UK-listed gold mining company, Trans-Siberian Gold (TSG), announced that it had reached agreement on the terms of a recommended pre-conditional mandatory cash offer to be made by Horvik Limited, for the TSG Shares not already held or agreed to be acquired by Horvik.
The company confirmed in its announcement that Cyprus-based mining company Horvik had agreed to acquire 51.2% of TSG’s issued share capital, a transaction which is expected to take place in two stages and is conditional on clearance from the Russian competition authorities. Because of the acquisition, Horvik is required under Rule 9 of the Takeover Code to make an offer for TSG’s remaining share capital.
The offer is priced at 118p per share, representing a premium of 18% to the closing price of 100p per share on 17 March and valuing TSG at £108.4m. The offer price will be paid by Horvik in cash and financed by third party debt. The transaction has been unanimously recommended by TSG’s independent directors, who have also given irrevocable undertakings to accept the offer. TSG’s share price rose slightly to around 115p per share on announcement of the transaction.
Horvik is indirectly owned by Russian businessman Vladislav Sviblov. In the announcement, Horvik cites the strategic importance of establishing an operational footprint in Kamchatka, one of the most underexplored regions in Russia, in the rationale for the transaction. Sviblov’s wider business interests in the metals and mining industry are also confirmed, namely his connection with Highland Gold Mining Limited, one of the leading gold mining companies in Russia. Sviblov commented:
"We are pleased to announce the Acquisition and the Offer which represent a further strategic investment for us in the Russian natural resources sector. This is in line with our strategy to build a broader asset portfolio and adds to our investments in Highland Gold and the Ozernaya Mining Company. We believe that TSG has an attractive asset portfolio in the Kamchatka region and we believe that we can support TSG's future development.”
It is notable that Sviblov was involved in a similar transaction last year, whereby his company, Fortiana Holdings Limited, acquired a 40% shareholding in Highland Gold Mining Limited before making a mandatory offer for the company under Rule 9 of the Takeover Code. The offer valued Highland Gold at £1.09 bn, a premium of 20% to the closing price before the announcement was made and was unanimously recommended by the independent directors from the outset.
Market Tracker will continue to monitor this transaction as it develops.
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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