Trans-siberian Gold Share Discussion Threads

[ali g2] 18/6/2008 08:47

Anyone any news?

[nobull] 22/5/2008 07:09

Hooray: "The TSG Board believes that, after many setbacks and disappointments, the Company is now on course to complete the necessary funding over the next few months and start commercial production in 2009, with the financial prospects based on currently projected gold prices better than they have ever been."

[nobull] 02/4/2008 11:11

Rodnikova drill results (out 3 months late) leave the measured and indicated contained gold equivalent unchanged. All they do then is help maintain compliance with the Rodnikova exloration licensing requirements, although further expenditure will be required in 2008 for full compliance. Interesting that the market pays no attention whatever to the 51% increase in inferred contained gold equivalent (and nor does the company trumpet this). The required drilling expenditure could be a form of tax to keep the locals in employment drilling holes in the ground for all I know? Continuing to hold. Roll on the financing news (or the gone-into-administration news?). The company does nothing to promote itself but perhaps this is to be expected with two large institutional shareholders.

[fuiseog] 20/3/2008 10:38

"However UFG had advised the Company that it was willing to purchase any number of TSG shares from other shareholders at a price of £0.28 per share until 15 March 2008 ('the Offer')."

"UFG has now advised the Company that the holders of 807,000 TSG ordinary shares
have accepted the Offer, with the result that the interest of UFG and its
associates in TSG has increased to 34.92% of the Company's shares."

[nobull] 26/2/2008 10:41

Given AGA's demand for early loan repayment plus accrued interest is unhelpful to getting Asacha into production in the fastest time possible, I wonder if yesterday's announcement means they are going to agree a sale of their stake in TSG shortly (a good reason for the AGA directors to resign?).

[nobull] 25/2/2008 12:11

So in order to repay the AGA loan, don't tell me, the next announcement will be of a heavily discounted placing to UFG giving them control of the company at no premium. So we are now run by UFG? Hence the resignations of the two AGA directors? And where are our Rodnikova drill results? Yes, we seem to be completely at the mercy of UFG. A massive discounted placing now will be next thus transferring most of Asacha to UFG. Ugh.

[nobull] 25/2/2008 11:54

Trans-Siberian Gold PLC
25 February 2008



Trans-Siberian Gold plc

AngloGold Ashanti US$10 million loan

Directorate changes

LONDON: 25 February 2008 - Trans-Siberian Gold plc ("TSG" or "the Company")
(TSG.L) reported on 1 February 2008 that it had been notified by UFG Asset
Management ("UFG") that a company associated with UFG had purchased 1,575,000
TSG ordinary shares at a price of £0.28 per share, thereby increasing the
interest of UFG and its associates in TSG to 32.96% of the Company's shares.

TSG has now been notified by AngloGold Ashanti Holdings plc ("AGAH") that the
increase in UFG's shareholding constitutes an Event of Change of Control ("ECC")
for the purposes of the loan agreement between AGAH and the Company. This
agreement relates to a US$10 million loan provided to TSG by AngloGold Ashanti
Limited ("AGA") in June 2006 and subsequently assigned by AGA to AGAH. The loan
is repayable in two equal tranches, on the first and second anniversaries of the
commencement of gold production at TSG's Asacha project, and is convertible into
TSG shares when the Company raises new equity, however the effect of the ECC is
that the capital and accrued interest of the loan, in total US$11,658,699 as at
21 February 2008, is now due and payable. TSG expects to agree a payment
schedule with AGAH before the end of February, providing for payment of the
capital and accrued interest by early April 2008, in line with the Company's
maturing cash deposits.

TSG also announces the resignations, with immediate effect, of Richard Duffy and
Benjamin Guenther who have been non-executive directors of the Company since 30
July 2004 and 14 September 2005 respectively.

[nobull] 25/2/2008 10:49

Due for another rise surely? 65k of purchases this morning?

[nobull] 12/2/2008 08:14

UFG should be TFG (Tight Fisted Gits).

[ali g2] 11/2/2008 17:31

£2.80 and we may be talking!!

[nobull] 06/2/2008 13:43

Xiaonike, thanks for that. Yes, "subject to shareholder approval" perhaps is to put a check on excessive dilution and perhaps is to allow shareholders to tell the Board they want it to seek alternative cheaper finance to repay the AGA loan?

"and [subject to?] the provisions of the City Code on Takeovers and Mergers" is to require approval of the conversion terms of part of the loan (the part that takes AGA over the 30% threshhold) by the Takeover Panel. The whole purpose of the takeover code is, as I understand it, to recognise that there are advantages in controlling a company (i.e. owning more than 50%?) and that a premium should be paid for acquiring such advantages and that all shareholders should benefit from any such premium paid according to the size of their holding when ever there is a change of control. Therefore secretive stakebuilding between 30% and 50% and allowing the offeror to give more of the premium for control to some shareholders than to others all needed to be outlawed, hence Rule 9 and the mandatory offer? It seems obvious the takeover panel would not allow the same conversion terms into shares below the 30% threshhold as for the conversion terms into shares above it, at least not without a waiver of the obligation under Rule 9 from the relevant TSG shareholders. While the new ruling that the Takeover code doesn't apply in our case anymore makes it unnecessary to seek shareholder approval for conversion terms that offend the Takeover Panel (e.g. because the premium for the change in control is not being shared equitably or as in our case because there is no premium for control being paid by having identical conversion terms below and above the 30% threshhold) I am not sure if shareholders still can block AGA's loan conversion on the grounds they don't like the level of dilution. I would have to ring the company and ask about that, and I've probably pestered them enough already. As it is the delay in publishing the Rodnikova drill results (assuming they are any good) must be playing into the hands of UFG. Hopefully our Board will publish them quickly, if they are listening?

[nobull] 04/2/2008 23:26

Don't forget AGA has the right to convert its loan stock into shares so taking its stake above the 30% threshhold too, so we are not completely screwed by the Takeover Panel's ruling and UFG's behaviour. We just need AGA not to cave in at too low a price if there is going to be any takeover hanky panky on the cheap.

[nobull] 04/2/2008 23:19

Minesite article courtesy of grgkecer from the Oxus thread



February 04, 2008

Stakebuilding Over 30 Per Cent Is Allowed, No Bid Required, Says Takeover Panel


By Alastair Ford



On Friday we closed the week with a rather speculative interpretation of recent events at Trans-Siberian gold. The news that Russian investment group UFG had been allowed by the takeover panel to increase its stake to over 30 per cent struck us, as it did most in the market, as distinctly odd. We suspected backstairs intrigue at various government departments, but, by all accounts the manoeuvre struck Trans-Siberian's management, its broker and its NOMAD as odd too.
So we ran an article with the following title: "Takeover Panel Owes Aim Investors A Lucid Explanation". We thought this challenge we thought might go unanswered, but we got our explanation, and fairly lucid it is too, although readers might be forgiven for being surprised at the results.

Now, all you savvy market professionals out there might know this, but it certainly came as a surprise to minesite, to at least one fund manager we spoke to, and, as mentioned above, to Trans-Siberian Gold, for us to learn that if a company's management is based overseas, then there is no requirement for an investor who builds a 30 per cent stake to make a bid. After a frank, and it has to be said, very cordial exchange of views, a very nice man at the Takeover Panel has confirmed to Minesite that Trans-Siberian's investor is perfectly within its rights. Indeed it seems that UFG's offer to buy any shares at a similar price to that at which it acquired its own is nothing more than a goodwill gesture. No such offer is required either. The reason for this, according to the man at the Takeover Panel, is that it is felt that attempting to control every single overseas company from London is simply impractical.

So let's lay it out, just to be clear. According to the friendly chap at the Takeover Panel, under the takeover code a mandatory bid is triggered if an investor goes over 30 per cent. But this applies only to the full list of the London stock exchange, and not to Aim. A bid, for a company on the full list, is also triggered if there's any increase in a stake that's already over 30 per cent but lower than 50 per cent. This is to prevent an investor gaining control incrementally. Our man at the Takeover Panel states that once upon a time there used to be what was known as a "creeper clause", whereby an investor was allowed to increase a holding by one per cent a year, and avoid triggering a mandatory bid. The "creeper clause" is no longer in force, however.

On the more lightly regulated Aim market, none of this applies. Geography is the simple criteria, and according to our man at the Takeover Panel, an investor will trigger a mandatory takeover of an Aim company only if its management are based in the UK, the Channel Islands, or the Isle of Man. Anywhere else and the takeover code doesn't apply. This, apparently, is known as the "central management clause".

So hands up everybody out there who knew this singular piece of company law? Not many, we'll warrant at minesite. But it does, in fact, have huge implications for smaller miners. It means that investors can stakebuild to their hearts content in a wide range of Aim-traded companies, from AIM Resources to Zambezi Resources, and there's nothing investors or management can do about it. Whether that's good or bad for UK-listed companies, only time will tell, but you can bet your life the Chinese like that rule.

[nobull] 02/2/2008 08:31

Xiaonike, thanks for that. I think you've cracked it with impeccable logic of course. I see my theory is all nonsense now. Yes, they just wanted a higher share price to cut the dilution in any forthcoming placing, and all with the cooperation of the Board and the Nomad. All clever stuff, and UFG makes good money on it. Grr!

[josedelavega] 01/2/2008 11:59

... bad MM´s on AIM ... couldn´t understand how real companies will go to a market where you can´t buy or sell on fair quotes ...

take a look / 9 July news /Chairman of the Board of UFG Russia Select Fund, one of the two funds which hold TSG shares, AND IS BASED IN FRANKFURT !!!???

José

[xiaonike] 01/2/2008 11:26

At first glance I can't see anything relevant in the Freshfields document but it has somewhat simplified the subject in order to squeeze it into 48 pages.

The full-on 266 page original is here:

[nobull] 01/2/2008 09:04

Hi Xiaonike,

Given UFG's main reason at the last AGM to put extra UFG nominated directors on the Board and get rid of others was because the share price was too low, it is amazing if they think anyone is going to sell their shares to them at a price that is about 25% lower than at the time of AGM.

Not sure why UFG isn't subject to the City Code on Takeovers and Mergers. Perhaps it is because we can't enforce it against non natives based overseas? A mandatory offer is required to all shareholders once 29.9% is exceeded, I thought, and the price offered must not be less than the lowest price paid in the last 12 months, but perhaps there are no sanctions available to the Takeover Panel when the City Code violator is based overseas?

[nobull] 29/1/2008 10:44

No idea. Whenever I have phoned them they have behaved how you would expect (totally above board). Everybody knows they will run out of money soon, so a financing announcement is something they cannot delay much longer, and that, IMV, is probably what will really get this share price moving. Yes, the Rodnikova drill results are long overdue, and I suppose, as it is a satellite deposit, Rodnikova just adds to the life of mine without incurring any further significant capex, so if the drill results are good they should send the share price up a decent amount. It remains to be seen if they release the drill results first to cut the dilution on any financing. Long 55k.