NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
For immediate release
19 November 2020
RECOMMENDED MANDATORY CASH OFFER
for
HIGHLAND GOLD MINING LIMITED ("HIGHLAND GOLD")
by
FORTIANA HOLDINGS LIMITED ("FORTIANA")
CLOSURE OF THE OFFER
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").
Fortiana hereby announces that the Offer was closed for further acceptances at 1.00 p.m. (London Time) today.
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 197,938,865 Highland Gold Shares representing 54.39 per cent. of Highland Gold's issued share capital and 90.74 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 343,698,736 Highland Gold Shares, representing 94.45 per cent. of Highland Gold's issued share capital.
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 took effect at 7.00 a.m. today.
Compulsory acquisition
On 17 November 2020, Fortiana announced that it would be exercising its right under Part 18 of the Companies (Jersey) Law 1991 to compulsorily acquire any Highland Gold Shares that have not been assented to the Offer. Notwithstanding the closure of the Offer, as announced on 17 November 2020, Fortiana intends to send compulsory acquisition notices to the relevant Highland Gold Shareholders shortly.
Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
Enquiries:
| VTB Capital (Financial adviser to Fortiana) |
|
| Alex Metherell |
+44 20 3334 8000 |
| Giles Coffey |
+44 20 3334 8000 |
| |
|
| EM (PR adviser to Fortiana) |
|
| Denis Denisov |
+7 985 410 3544 |
| Samuel Vanderlip |
+44 207 002 7859 |
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.
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.
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