Trans-Siberian Gold PLC Reorganisation of TSG shareholding (5011Q)

TIDMTSG

RNS Number : 5011Q

Trans-Siberian Gold PLC

26 February 2021

26 February 2021

Trans-Siberian Gold plc

("TSG", the "Company" or the "Group")

Reorganisation of TSG shareholding by UFG Asset Management

Director Dealings

Trans-Siberian Gold plc (TSG.LN), a low cost, high grade gold producer in Russia, announces that it has been notified by the Company's major shareholder, UFG Asset Management ("UFG"), of a reorganisation of its interests in the Company's ordinary shares ("TSG Shares") between certain funds, connected entities and individuals within UFG.

There is no change to the total number of TSG Shares held by UFG, its connected entities and individuals within UFG.

UFG is an established multi-asset investment manager and long-term supportive shareholder of TSG.

Details of the Reorganisation

UFG Investment Company I Limited ("UFG Inv Co I") currently holds 7,216,977 TSG Shares representing approximately 8.28% of the Company's share capital. For various fund-related reasons, UFG Inv Co I is seeking to divest its TSG Shares which will be acquired by connected entities and individuals within UFG (the "Reorganisation").

UFG Inv Co I has entered into a binding agreement whereby it will transfer 1,843,620 TSG Shares to Petrovka GmbH an entity controlled by Mr. Florian Fenner, a Non-Executive Director of the Company. A further 5,373,357 TSG Shares will be transferred from UFG Inv Co I to UFG Equity Opportunities Limited ("UFG Equity Opportunities"), whose beneficiary, following the transfer, will be Mr. Fenner.

It is proposed that UFG Equity Opportunities will enter into conditional agreements with certain individuals within UFG who will acquire 3,072,702 TSG Shares from UFG Equity Opportunities, of which Mr. Charles Ryan, the Non-Executive Chairman of the Company, will purchase 1,843,620 TSG Shares.

Effect of the Reorganisation

The Reorganisation will not result in any change to the overall interest in TSG Shares held by UFG funds, connected entities and individuals. Messrs Ryan and Fenner, both Non-Executive Directors of TSG, will increase their beneficial shareholdings in TSG.

On completion of the Reorganisation, UFG's interests in TSG Shares held through various funds and connected entities and individuals, is set out below.

Legal completion of the Reorganisation is expected to occur on or around 31 May 2021. The Company will update the market on completion of the Reorganisation.

Summary table of UFG shareholdings

 
                                   Pre Reorganisation          On completion of the Reorganisation 
--------------------------  -------------------------------  -------------------------------------- 
 
           Holder              Number of       Percentage        Number of           Percentage 
                                Ordinary        of Total          Ordinary        of Total Voting 
                                 Shares       Voting Rights        Shares              Rights 
--------------------------  -------------  ----------------  ---------------  --------------------- 
 UFG Special Situations 
  Fund L.P                    23,711,017         27.2%          23,711,017            27.2% 
 Mr. Charles Ryan 
  (1)                          7,224,147         8.3%           9,067,767             10.4% 
 Petrovka GmbH(2)              1,715,264         2.0%           3,558,884              4.1% 
 Mr. Florian Fenner            3,430,528         3.9%           3,430,528              3.9% 
 UFG Equity Opportunities 
  Limited (3)                      -               -            2,300,655              2.6% 
 Mr. Vadim Ognestsikov         1,391,449         1.6%           1,391,449              1.6% 
 UFG Russia Select 
  Master Ltd                   1,260,985         1.4%           1,260,985              1.4% 
 Mr. Robert Sasson             1,109,278         1.3%           1,109,278              1.3% 
 Mr. Adrian Parkinson           782,803          0.9%            954,875               1.1% 
 Ms. Polina Gerasimenko            -               -             884,938               1.0% 
 Mr. Martin Skelly                 -               -             172,072               0.2% 
 UFG Investment 
  Company I Limited            7,216,977         8.3%               -                   - 
 Total                        47,842,448         54.9%          47,842,448            54.9% 
---------------------------  ------------  ----------------  ---------------  --------------------- 
 
 
 

Notes:

(1) Ryan Lambert Family LLC holds an additional 1,147,841 ordinary shares of which Mr. Ryan's children are potential beneficiaries. Mr Ryan does not directly control or manage Ryan Lambert Family LLC.

   (2)   Petrovka GmbH is 100% owned by Mr Fenner. 

(3) Mr. Fenner is the ultimate beneficiary of the TSG shares held by UFG Equity Opportunities Limited

All of the holdings set about above are regarded as "not in public hands" for the purposes of AIM Rule 26. Updated information required by AIM Rule 26 is available from the Company's website: www.trans-siberiangold.com

TSG currently has 87,158,508 ordinary shares in issue and holds 22,894,565 ordinary shares in treasury.

S 

 
 Contacts: 
 TSG 
  Stewart Dickson                                  [phone] 
 Canaccord Genuity Limited 
  (Nominated Adviser & Joint Corporate Broker) 
  Henry Fitzgerald-O'Connor / James Asensio       [phone] 
 Panmure Gordon (UK) Limited 
  (Joint Corporate Broker) 
  John Prior / Hugh Rich / Ailsa MacMaster        [phone] 
 Hudson Sandler 
  (Financial Public Relations) 
  Charlie Jack / Katerina Parker / Elfie 
  Kent                                            [phone] 
 

About TSG

TSG is focused on low cost, high grade mining operations and stable gold production from its 100% owned Asacha Gold Mine in Far East Russia. The Company also holds the licence for the development and exploration of the Rodnikova deposit, one of the largest gold fields in South Kamchatka.

Additional information is available from the Company's website: www.trans-siberiangold.com

Market Abuse Regulations

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

Disclaimer

This announcement contains "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "should" or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, uncertainties arise from the behaviour of financial and metals markets, fluctuations in interest and/or exchange rates and metal prices; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different that those expressed in our forward-looking statements.

 
 1.   Details of PDMR / person closely associated with them 
       ("PCA") 
 a)   Name                            Mr. Florian Fenner 
     ------------------------------  ----------------------------------------------- 
 2.   Reason for the notification 
     ------------------------------------------------------------------------------- 
 a)   Position / status               Non-Executive Director 
     ------------------------------  ----------------------------------------------- 
 b)   Initial notification            Initial Notification 
       / amendment 
     ------------------------------  ----------------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------------------- 
 a)   Name                            Trans-Siberian Gold plc 
     ------------------------------  ----------------------------------------------- 
 b)   LEI                             213800HENP1FDZHJAF13 
     ------------------------------  ----------------------------------------------- 
 4.   Details of the transaction(s): section to be repeated 
       for (i) each type of instrument; (ii) each type of 
       transaction; (iii) each date; and (iv) each place where 
       transactions have been conducted 
     ------------------------------------------------------------------------------- 
 a)   Description                     Ordinary shares of Trans-Siberian Gold 
       of the financial                plc of 10p 
       instrument                      GB0033756866 
       Identification 
       code 
     ------------------------------  ----------------------------------------------- 
 b)   Nature of the                   Petrovka GmbH an entity controlled by 
       transaction                     Mr. Florian Fenner will acquire 1,843,620 
                                       TSG Shares from UFG Investment Company 
                                       I Limited. 
 
                                       5,373,357 TSG Shares will be transferred 
                                       to UFG Equity Opportunities Limited whose 
                                       ultimate beneficiary, following the transfer, 
                                       will be Mr. Fenner 
     ------------------------------  ----------------------------------------------- 
 c)   Price(s) and                     Price(s)               Volume(s) 
       volume(s)                        10p (nominal value)    1,843,620 
                                                              ---------- 

                                        10p (nominal value)    5,373,357 
                                                              ---------- 
     ------------------------------  ----------------------------------------------- 
 d)        Aggregated information 
             *    Aggregated volume 
                                        Not applicable - single transaction 
 
             *    Price 
     ------------------------------  ----------------------------------------------- 
 e)   Date of the                     26 February 2021 
       transaction 
     ------------------------------  ----------------------------------------------- 
 f)   Place of the                    Outside a trading venue 
       transaction 
     ------------------------------  ----------------------------------------------- 
 

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February 26, 2021 05:04 ET (10:04 GMT)