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
5 January 2021
FORTIANA HOLDINGS LIMITED ("FORTIANA")
COMPLETION OF COMPULSORY ACQUISITION
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").
On 19 November 2020, Fortiana announced that it owned, or had received valid acceptances of the Offer in respect of, a total of 342,128,899 Highland Gold Shares, representing 94.02 per cent. of Highland Gold's issued share capital.
Compulsory acquisition
Further to Fortiana's announcement on 19 November 2020 that it had received valid acceptances in respect of more than 90 per cent. of the Highland Gold shares to which the Offer related, on 23 November 2020, Fortiana dispatched formal compulsory acquisition documentation notices (the "Compulsory Acquisition Notices") under Article 117(1) of the Companies (Jersey) Law 1991 (the "Companies (Jersey) Law") to Highland Gold Shareholders who had not accepted the Offer. These notices set out Fortiana's intention to apply the provisions of Article 117 of the Companies (Jersey) Law to acquire compulsorily any remaining Highland Gold Shares in respect of which the Offer was not accepted on the same terms as the Offer.
On 4 January 2021 (being six weeks from the date of the Compulsory Acquisition Notices), the Highland Gold Shares held by those Highland Gold Shareholders who had not accepted the Offer were acquired compulsorily by Fortiana on the same terms as the Offer. The consideration to which those Highland Gold Shareholders are entitled is held by Highland Gold as trustee on behalf of those Highland Gold Shareholders and they are requested to claim their consideration by writing to Highland Gold.
If you are a Highland Gold Shareholder who did not accept the Offer and have any enquiries regarding claiming consideration you should contact Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS99 6AH or on 0370 707 1066 (or +44 370 707 1066, if telephoning from outside the United Kingdom).
No cash consideration will be sent to an address in a Restricted Jurisdiction.
Terms used but not defined in this announcement have the same meanings as 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 |
+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.
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.
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.
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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