Cancellation of Trading on AIM
21 October 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
RECOMMENDED MANDATORY CASH OFFER
HIGHLAND GOLD MINING LIMITED (“Highland Gold”)
FORTIANA HOLDINGS LIMITED (“Fortiana”)
CANCELLATION OF TRADING ON AIM
FORTIANA’S OFFER DECLARED WHOLLY UNCONDITIONAL
The Highland Gold Independent Directors note Fortiana’s announcement dated 20 October 2020 that, pursuant to Fortiana’s recommended mandatory cash offer for the entire issued and to be issued share capital of Highland Gold (the “Offer”), as at 1.00pm on 20 October 2020, Fortiana had received valid acceptances in respect of a total of 143,976,514 Highland Gold Shares, representing 39.56 per cent. of the voting rights of Highland Gold and that Fortiana has declared the Offer unconditional.
Accordingly, Fortiana has received acceptances in respect of Highland Gold Shares which, together with Highland Gold Shares acquired or agreed to be acquired by Fortiana before or during the Offer, result in Fortiana and any person acting in concert with it holding 289,736,385 Highland Gold Shares, representing 79.62 per cent. of Highland Gold’s issued share capital.
Since Fortiana has acquired or agreed to acquire Highland Gold Shares carrying in excess of 75 per cent. of the share capital of Highland Gold, Fortiana has requested that the admission of Highland Gold Shares to trading on AIM be cancelled, consistent with Fortiana’s intention statement set out in the offer document published by Fortiana on 21 September 2020 (the “Offer Document”). Accordingly, the board of Highland Gold has informed the London Stock Exchange that it wishes to cancel the admission to trading of Highland Gold Shares on AIM (the “Cancellation”). The Cancellation is expected to take effect at 7.00 am on 19 November 2020 (being 20 clear business days from the date of this announcement).
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.
Accordingly, the Highland Gold Independent Directors, restate their unanimous recommendation that Highland Gold Shareholders accept or procure acceptance of the Offer if they have not already done so, as Duncan Baxter, the only Highland Gold Independent Director with a beneficial holding of Highland Gold Shares, has done in respect of his own beneficial holdings comprising, in aggregate, 20,000 Highland Gold Shares representing, in aggregate, approximately 0.01 per cent. of the existing share capital of Highland Gold on 20 October 2020 (being the last practicable date prior to the date of this announcement).
As announced by Fortiana, the Offer will remain open for acceptances until 1.00 p.m. on 3 November 2020. Full details of how to accept the Offer are set out in the Offer Document.
Termination of Fortiana Relationship Agreement
Since Fortiana has acquired interests over 75% or more of the Highland Gold Shares, the relationship agreement dated 31 July 2020 between Highland Gold and Fortiana has terminated. Accordingly, Fortiana now has the right to appoint or remove all of the directors at a general meeting of Highland Gold.
Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document, unless the context requires otherwise.
All the times referred to in this announcement are London times unless otherwise stated.
FOR FURTHER INFORMATION PLEASE CONTACT:
Highland Gold Mining Ltd.
Citigroup Global Markets Limited
Irackly Mtibelishvily, Robert Way
Numis Securities Limited
(Nominated Adviser and Joint Broker)
Stuart Skinner, Louis McKeeve
Important notices relating to financial advisers
Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as sole financial adviser for Highland Gold and for no one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Highland Gold for providing the protections afforded to clients of Citi nor for providing advice in connection with Offer, the contents of this Announcement or any other matters referred to in this Announcement. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Offer or otherwise.
Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Nominated Adviser and Joint Broker exclusively for Highland Gold and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Highland Gold for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on Highland Gold’s website (https://www.highlandgold.com/home/offer) by no later than 12 noon on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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, the FCA and Jersey law.
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 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.
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.