12th Oct 2011 07:00
Trans-Siberian Gold plc
Proposed exercise of conversion option
in respect of US$2.4 million existing debt
LONDON: 12 October 2011 - Trans-Siberian Gold plc ("TSG" or "the Company") (TSG.L) reported on 3 October 2011 that the Company's major shareholder UFG Private Equity Fund I, LP ("UFG") had notified its wish to exercise the option to convert the outstanding balance of two loan facilities (in aggregate US$4.4 million including accrued interest) provided to TSG (the "UFG Loans") into ordinary shares of 10 pence each in the Company ("Ordinary Shares").
TSG now reports that it has been notified by the Company's other major shareholder AngloGold Ashanti Ltd ("AGA") that AGA also wishes to exercise its option to convert the outstanding balance of a loan facility provided to TSG (the "AGA Loan") into Ordinary Shares. The current balance of the AGA Loan is U$2.4 million including accrued interest.
AGA loan
TSG reported on 19 April 2011 that, following a US$4 million increase in the pre start up capital cost of the Asacha project, AGA had agreed to provide the Company with loan finance of US$2.3 million on commercial terms, with scheduled repayment in two equal tranches, on the fourth and fifth anniversaries of the commencement of gold production at Asacha.
It also reported that AGA had an option, subject to the requisite approval of TSG's shareholders, to convert any part of the AGA Loan into Ordinary Shares at a price equivalent to the volume weighted average closing price of TSG's shares for the period of 60 business days prior to notice of such conversion.
Conversion of the AGA Loan and the UFG Loan
Subject to shareholder approval at a General Meeting of the Company, to be held as soon as practicable (the "GM"), the AGA Loan and the UFG Loans, including further interest accrued to the date of the GM, will be converted into new Ordinary Shares by applying the closing US dollar:pound sterling exchange rate on the business day immediately preceding the date of the GM and a conversion price of 93.6 pence in respect of the AGA Loan and 93.4 pence in respect of the UFG Loans, equivalent to the volume weighted average closing price of TSG's shares for the 60 trading days up to and including 7 October 2011 and 28 September 2011 respectively.
Assuming an exchange rate of US$1.56:£1 and that the GM is held on 8 November 2011, the conversion will result in the issue of approximately 1,646,079 new Ordinary Shares to AGA and approximately 3,018,956 new Ordinary Shares to UFG in settlement of the outstanding liabilities.
Based on the above assumptions, the new Ordinary Shares, when issued, will represent approximately 4.47% of TSG's enlarged issued share capital; the interests of UFG and its affiliates and of AGA in TSG's shares will increase, respectively, from 54.42% to approximately 54.88% and from 30.70% to approximately 30.91%.
As reported on 1 February 2008, the Company is not subject to The City Code on Takeovers and Mergers. The Company's principal place of business is not in the UK and a majority of its Directors are based outside the UK. Therefore the Company continues to be deemed to be outside the jurisdiction of the Code and will not be subject to the Code while its management and control remain outside the UK.
General Meeting
An additional announcement containing further details of the proposed conversion, the resolutions to be put to the GM and arrangements for the GM will be made in the near future.
Ends
Contacts:
TSG | +44 (0) 1480 811871 |
Simon Olsen | + 44 (0 7770 484965 |
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Seymour Pierce Ltd | +44 (0) 207 107 8000 |
Stewart Dickson / David Foreman (Corporate Finance) |
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Jeremy Stephenson (Corporate Broking) |
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Related Shares:
TSG.L