Fortiana Holdings Limited reached agreement on the terms of a recommended pre-conditional mandatory offer to acquire 59.94% stake in Highland Gold Mining Limited (AIM:HGM) from Duncan Baxter and others for approximately £650 million on July 31, 2020. It is intended that the offer will be implemented by way of a takeover offer within the meaning of Article 116 of the Companies Jersey Law and under the Code. Under the terms of the offer, Highland Gold shareholders will be entitled to receive £3.00 in cash for each Highland Gold share. If any dividend or other distribution in respect of the Highland Gold shares is announced, declared, payable or paid in respect of the Highland Gold shares on or after the date of this announcement, Fortiana reserves the right to reduce the consideration payable for each Highland Gold share by the amount of all or part of any such dividend or other distribution. In a related transaction, Fortiana Holdings Limited entered into a sale and purchase agreement to acquire 40.06% stake in Highland Gold Mining Limited from Roman Abramovich, Eugene Shvidler, Irina Alexandrovna Panchenko, Andrey Victorovich Gorodilov, Aleksey Leonidovich Polezhaev, New Evolution Trading Limited, Matteson Overseas Limited and Denalot Worldwide Limited at a price of £3.00 per Highland Gold Share for approximately £440 million on July 31, 2020. Fortiana intends to finance the cash consideration payable to Highland Gold shareholders pursuant to the offer using third party debt to be provided under a facilities agreement arranged by VTB Bank. The term loan facilities, which have a three year term provided under the facilities agreement are committed and are secured by security granted by Fortiana and certain of its affiliates. Fortiana intends that Highland Gold will continue to operate as a standalone business and will carry on business independently of Fortiana. Fortiana intends that the existing contractual and statutory employment rights, including in relation to pensions, of all Highland Gold management and employees will be fully safeguarded in accordance with applicable law. Fortiana does not anticipate making any material changes to the balance of skills and functions of Highland Gold's employees and management nor does Fortiana intend to initiate any material headcount reductions within the organisation. Duncan Baxter, Deborah Gudgeon and Colin Belshaw, the Highland Gold Independent Directors have confirmed their intention to continue to serve on the Board of Highland Gold in the event that Highland Gold's admission to trading on AIM remains. Fortiana intends to appoint two new Directors to the Highland Gold Board. Fortiana is also entitled to nominate an individual of suitable experience to be appointed as Chief Executive of Highland Gold and with Denis Alexandrov in place, has no intention to change the executive leadership of Highland Gold. In the event that the offer becomes or is declared wholly unconditional, Fortiana intends to review the management, governance and incentive structure of Highland Gold. Fortiana does not have intentions to change the location of Highland Gold's business, including the location of Highland Gold's headquarters and headquarters functions. If the offer does become wholly unconditional, Fortiana does not intend to cancel the admission to trading of the Highland Gold Shares on AIM. The offer is conditional upon Fortiana having 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, will result in Fortiana and any person acting in concert with it holding Highland Gold Shares carrying more than 50% of the voting rights then normally exercisable at a general meeting of Highland Gold. The making of the offer will be subject to the satisfaction or waiver of the FAS Pre-Condition which relates to the receipt of clearance from the Russian Federal Antimonopoly Service. The Highland Gold Independent Directors consider the terms of the offer to be fair and reasonable and accordingly intend to recommend unanimously that Highland Gold Independent shareholders accept the offer. Fortiana has received an irrevocable undertaking from Duncan Baxter (Senior Independent Director of Highland Gold) to accept the offer in respect of his holding of 20,000 shares, in aggregate, representing approximately 0.01% stake in Highland Gold. The Highland Gold Board constituted a committee comprising the Highland Gold Independent Directors consisting of Duncan Baxter, Deborah Gudgeon and Colin Belshaw to consider the offer. The making of the offer by the publication of the offer document will take place as soon as reasonably practicable and in any event within 28 days following the satisfaction of the FAS Pre-condition. The offer period will commence on the date of this announcement, i.e. July 31, 2020 and end on the earlier of the date on which the offer has become of has been declared unconditional as to acceptances or lapses or is withdrawn (or such other date as the Panel may decide). The offer is expected to complete in fourth quarter of 2020. As on August 3, 2020, Fortiana Holdings Limited holds 23.95% stake in Highland Gold Mining Limited. Roman Abramovich sold 22.487 million shares in a related deal. As on August 12, 2020, application for clearance has been filed with Federal Antimonopoly Service. As on September 17, 2020, Federal Antimonopoly Service granted regulatory clearance in connection with the Offer. As on October 20, 2020, the offer is wholly unconditional and Fortiana had received valid acceptances of the Offer in respect of a total of 143,976,514 Highland Gold Shares representing 39.56% stake. In addition to these acceptances, Fortiana acquired 40.06% stake in Highland though share purchase agreement. Therefore, the minimum tender condition is satisfied. As of November 17, 2020, Fortiana has received valid acceptances in respect of 94.02% stake in Highland. Consequently Fortiana will soon be implementing the procedure to compulsorily acquire all of the outstanding Highland Gold Shares. The Offer will remain open for acceptance until November 3, 2020. As of November 3, 2020, the offer will remain open until November 19, 2020. Alex Metherell and Giles Coffey of VTB Capital plc acted as financial advisors to Fortiana. Irackly Mtibelishvily, Robert Way and Tom Reid (Corporate Broking) of Citigroup Global Markets Limited acted as financial advisors to Highland Gold Independent Directors. Paul Gillam of Numis Securities Limited acted as nominated advisor and joint broker to Highland Gold. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to Fortiana. David Avery-Gee, and Ian Hamilton of Weil, Gotshal & Manges (London) LLP is retained as legal advisor to Highland Gold. Denis Denisov and Samuel Vanderlip of EM advisors acted as Public Relations advisors to Fortiana. Mark Bardell, Nick May, Heather Culshaw and Soumya Rao of Herbert Smith Freehills LLP acted as legal advisors to VTB Capital plc in the transaction. Fortiana Holdings Limited completed the acquisition of 59.94% stake in Highland Gold Mining Limited (AIM:HGM) from Duncan Baxter and others on November 19, 2020. On January 4, 2021, Fortiana Holdings Limited acquired remaining stake through compulsory acquisition.