TIDMHGM
RNS Number : 6416F
Fortiana Holdings Limited
17 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
17 November 2020
RECOMMED MANDATORY CASH OFFER
for
HIGHLAND GOLD MINING LIMITED ("HIGHLAND GOLD")
by
FORTIANA HOLDINGS LIMITED ("FORTIANA")
COMPULSORY ACQUISITION OF OUTSTANDING HIGHLAND GOLD SHARES
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 196,369,028 Highland Gold
Shares representing 53.96 per cent. of Highland Gold's issued share
capital and 90.02 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 342,128,899 Highland Gold Shares,
representing 94.02 per cent. of Highland Gold's issued share
capital and 90.02 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).
Compulsory acquisition
As Fortiana has received 90 per cent. or more in nominal value
of the Highland Gold Shares to which the Offer relates, Fortiana
will soon be implementing the procedure under Part 18 of the
Companies (Jersey) Law 1991 (the "Companies (Jersey) Law") to
compulsorily acquire all of the outstanding Highland Gold Shares
which it does not already hold or has not already acquired,
contracted to acquire or in respect of which it has not already
received valid acceptances. Fortiana intends shortly to dispatch
formal compulsory acquisition documentation notices under Article
117(1) of the Companies (Jersey) Law (the "Compulsory Acquisition
Notices") to Highland Gold Shareholders who have not yet accepted
the Offer. These notices will 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 has not been accepted on the same terms as the
Offer.
If any of the Highland Gold Shareholders have not accepted the
Offer and have not applied to the court in respect of all of their
holding of Highland Gold Shares by six weeks from the date of the
Compulsory Acquisition Notices, the Highland Gold Shares held by
those Highland Gold Shareholders who have not accepted the Offer
will be acquired compulsorily by Fortiana on the same terms as the
Offer. The consideration to which those Highland Gold Shareholders
will be entitled will be held by Highland Gold as trustee on behalf
of those Highland Gold Shareholders and they will be requested to
claim their consideration by writing to Highland Gold at the end of
the six-week period.
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.
Offer to remain open
As announced by Fortiana on 3 November 2020, 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 +44 370 707 1066, 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. Therefore,
accepting the Offer should enable Highland Gold Shareholders to
receive the payment for their Highland Gold Shares more promptly
than if the compulsory acquisition procedure is followed.
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.
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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END
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