Fortiana Holdings Limited entered into a sale and purchase agreement to acquire 40.1% stake in Highland Gold Mining Limited (AIM:HGM) from Denalot Worldwide Limited, New Evolution Trading Limited, Matteson Overseas Limited, Roman Abramovich and others for approximately £440 million on July 31, 2020. As per the agreement, buyer will acquire 145.8 million shares at £3 per share. As a result of this transaction, Fortiana Holdings will make offer for remaining stake at price not less than £3 per share. The agreement provides for the acquisition to take place in two stages. Firstly, Fortiana will acquire 23.95% of Highland Gold pro rata from each of the selling shareholders for £261.5 million, conditional only upon Fortiana having made an announcement of its firm intention to make the offer. The acquisition of the remaining Highland Gold Shares for £175.8 million held by the selling shareholders is conditional upon Fortiana obtaining clearance by the Russian Federal Antimonopoly Service and other customary conditions. In a related transaction, Fortiana Holdings Limited reached agreement on the terms of a recommended pre-conditional mandatory cash offer to acquire 59.94% stake in Highland Gold Mining Limited for approximately £650 million. Fortiana Holdings Limited intends to enter into an assignment agreement with VTB Bank pursuant to which Fortiana Holdings Limited will assign by way of security all of its rights under the agreement to VTB Bank as agent for the finance parties under a euro credit agreement. Fortiana Holdings Limited obtained the approval from independent committee of the Board of Directors of Highland Gold Mining Limited. First completion shall take place on the business day on which the first completion condition is satisfied or on such other date as parties may agree in writing. Second completion shall take place on the date falling two business days after the date on which all second completion conditions have been satisfied or any other date as parties may agree in writing. On July 31, 2020, Fortiana Holdings Limited acquired 87.153 million shares and now holds 23.95% stake. As on September 17, 2020, the transaction has been approved by Russian Federal Antimonopoly. Irackly Mtibelishvily, Robert Way and Tom Reid of Citigroup Global Markets Limited and Paul Gillam of Numis Securities Limited acted as financial advisors to Highland Gold Mining Limited. David Avery-Gee and Ian Hamilton of Weil,Gotshal & Manges Ltd, London acted as legal advisors to Highland Gold Mining Limited. Alex Metherell and Giles Coffey of VTB Capital plc acted as financial advisors to Fortiana. Scott Hopkins, Adam Howard and Clive Wells of Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Dmitri Kovalenko of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Fortiana Holdings Limited. 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.