Fortiana Holdings Limited OFFER EXTENDED (1540E)

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RNS Number : 1540E

Fortiana Holdings Limited

03 November 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

For immediate release

3 November 2020

RECOMMED MANDATORY CASH OFFER

for

HIGHLAND GOLD MINING LIMITED ("HIGHLAND GOLD")

by

FORTIANA HOLDINGS LIMITED ("FORTIANA")

OFFER EXTED

On 21 September 2020, Fortiana published an offer document (the "Offer Document") containing the full terms and conditions of its recommended mandatory cash offer for Highland Gold (the "Offer").

Level of acceptances and interests in relevant securities

As at 1.00 p.m. today, Fortiana had received valid acceptances of the Offer in respect of a total of 195,166,227 Highland Gold Shares representing 53.63 per cent. of Highland Gold's issued share capital and 89.47 per cent. in nominal value of the Highland Gold Shares to which the Offer relates.

Of these, acceptances had been received in respect of a total of 20,000 Highland Gold Shares, representing, in aggregate, 0.01 per cent. of Highland Gold's issued share capital, which were subject to an irrevocable undertaking given by Duncan Baxter, Senior Independent Director of Highland Gold, to accept the Offer.

In addition to these acceptances, pursuant to the SPA:

-- on 31 July 2020, Fortiana acquired 87,153,330 Highland Gold Shares, representing 23.95 per cent. of Highland Gold's issued share capital; and

-- on 18 September 2020, Fortiana acquired 58,606,541 Highland Gold Shares, representing 16.11 per cent. of Highland Gold's issued share capital,

meaning, prior to the Offer, Fortiana owned 145,759,871 Highland Gold Shares, representing 40.06 per cent. of Highland Gold's issued share capital.

Accordingly, as at 1.00 p.m. today, Fortiana has received acceptances in respect of Highland Gold Shares which, together with Highland Gold Shares acquired or agreed to be acquired before or during the Offer, result in Fortiana and any person acting in concert with it holding 340,926,098 Highland Gold Shares, representing 93.69 per cent. of Highland Gold's issued share capital and 89.47 per cent. in nominal value of the Highland Gold Shares to which the Offer relates.

So far as Fortiana is aware, no acceptances have been received from persons acting in concert with Fortiana.

Fortiana has no outstanding irrevocable undertakings or letters of intent in relation to the Offer.

Save as disclosed above, neither Fortiana nor any person acting in concert with Fortiana has:

-- any interest in, or right to subscribe in respect of, or any short position (whether conditional or absolute and whether in the money or otherwise) in relation to the relevant securities of Highland Gold, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Highland Gold; or

   --      borrowed or lent any relevant securities of Highland Gold. 

The percentage of Highland Gold Shares referred to in this announcement in respect of which valid acceptances have been received is based on a total of 363,896,990 Highland Gold Shares in issue (excluding shares held in treasury).

Cancellation of trading on AIM

Highland Gold announced on 21 October 2020 that the board of Highland Gold had informed the London Stock Exchange that it wished to cancel the admission to trading of Highland Gold Shares on AIM (the "Cancellation"). The Cancellation is to take effect at 7.00 a.m. on 19 November 2020.

The Cancellation will leave Highland Gold Shareholders with a minority interest in an unlisted company, with the liquidity and marketability of Highland Gold Shares significantly reduced as a result.

Offer extended

The Offer will remain open for acceptance until 1.00 p.m. on 19 November 2020.

Highland Gold Shareholders who have not yet accepted the Offer are urged to do so without delay.

If Highland Gold Shareholders wish to accept the Offer, it is important that they follow the instructions set out in Parts C and D of Part III of the Offer Document. Acceptances of the Offer in respect of certificated Highland Gold Shares should be made by completing and returning the Form of Acceptance as soon as possible and, in any event, by no later than 1.00 p.m. on 19 November 2020. Acceptances of the Offer in respect of uncertificated Highland Gold Shares should be made electronically through CREST so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. on 19 November 2020.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS99 6AH or on 0370 707 1066 (or [phone], if telephoning from outside the United Kingdom). Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

Settlement of cash consideration

As detailed in the Offer Document, settlement of cash consideration to which any Shareholder is entitled under the Offer will be effected within 14 days of the date of further acceptances received which are valid and complete in all respects.

No cash consideration will be sent to an address in a Restricted Jurisdiction.

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

All the times referred to in this announcement are London times unless otherwise stated.

Enquiries:

 
 VTB Capital (Financial adviser to Fortiana) 
 Alex Metherell           [phone] 
 Giles Coffey             [phone] 
 
 EM (PR adviser to Fortiana) 
 Denis Denisov            [phone] 
 Samuel Vanderlip         [phone] 
 

Important notices relating to financial advisers

VTB Capital plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Fortiana and no one else in connection with the Offer and this announcement, and will not be responsible to anyone other than Fortiana for providing the protections afforded to clients of VTB Capital plc nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

The Offer is subject to English law and to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer is being made solely by the Offer Document and the accompanying Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance decision or response in relation to the Offer should be made solely on the basis of the Offer Document and the Form of Acceptance. Highland Gold Shareholders are advised to read the formal documentation in relation to the Offer carefully. Each Highland Gold Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Offer.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

Notice to US holders of Highland Gold Shares

The Offer is being made to Highland Gold Shareholders resident in the United States in reliance on, and compliance with, Regulation 14E and the related rules promulgated under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and otherwise in accordance with the requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA. The Offer is being made in the United States by Fortiana and no one else.

The Offer relates to the shares of a Jersey incorporated company that is not registered under the US Exchange Act and is admitted to trading on AIM and is subject to disclosure and other procedural requirements, format and style which are different from those in the United States including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments.

However, Fortiana will, to the extent practicable, comply with US requirements where they relate to the timing of payments. Certain differences between the UK rules and US procedure are summarised at paragraph 14 of Part II and paragraph 9 of Part B of Part III of the Offer Document. For the avoidance of doubt, although the payment and settlement procedures with respect to the Offer are subject to the relevant UK rules, which differ from US payment and settlement procedures, Fortiana will, to the extent practicable, pay consideration promptly so as to comply with US requirements.

Financial information included in the 2.7 Announcement and the Offer Document has been or will be prepared in accordance with accounting standards applicable in Jersey and Cyprus as applicable, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its Highland Gold Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States federal, state and local, as well as non-US and other, tax laws. Each Highland Gold Shareholder is urged to consult their independent professional adviser immediately regarding any acceptance of the Offer including, without limitation, the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

The Offer is made in the United States by Fortiana and no one else. Neither VTB Capital nor any of its affiliates will be making the Offer in or outside the United States.

It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim and claims arising out of the US federal securities laws, since Highland Gold is incorporated under the laws of Jersey and Fortiana is organised under the laws of Cyprus, and the majority of the officers and directors of Highland Gold and Fortiana are residents of countries other than the United States. It may not be possible to sue Fortiana or Highland Gold, or any of their respective directors, officers or affiliates, in a non-US court for violations of US laws, including US securities laws. It may be difficult to compel Fortiana, Highland Gold and their respective directors, officers and affiliates to subject themselves to the jurisdiction of a US court. There is substantial doubt as to the enforceability in the United Kingdom or Jersey of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgments of a US court.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the Offer Document. Any representation to the contrary is a criminal offence in the United States.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to people in Restricted Jurisdictions), free of charge, on Fortiana's website at https://fortianaholdings.com by no later than 12 noon on the Business Day following the date of this announcement.

Neither the content of that website nor the content of any other website accessible from hyperlinks on that website is incorporated into, or forms part of, this announcement.

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November 03, 2020 12:10 ET (17:10 GMT)