Chaarat Gold Holdings Ltd Grant of Waiver (6853Y)
08 September 2022 - 4:01PM
UK Regulatory
TIDMCGH
RNS Number : 6853Y
Chaarat Gold Holdings Ltd
08 September 2022
8 September 2022
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Grant of waiver
Chaarat (AIM:CGH), the AIM-quoted gold mining company with
an operating mine in Armenia, and assets at various stages
of development in the Kyrgyz Republic , announces that the
independent directors of Chaarat (the "Board") has exercised
its discretion to waive the requirement for a mandatory offer
for the Company by Labro Investments Limited ("Labro") upon
the acquisition of up to 7,500,000 ordinary shares of US$0.01
each in the Company ("Ordinary Shares") in the market, subject
to such purchases being completed by 5.30pm UK time on 7 December
2022 and subject to receipt of all approvals required under
the Company's share dealing code (the "Waiver").
Background to the Waiver
There is a provision in the Company's Articles of Association
(Article 19) which states that the Board has the right to require
any holder of more than 20% of the Ordinary Shares to make
a mandatory offer to all the Company's shareholders to acquire
their Ordinary Shares if they acquire an additional interest
in any Ordinary Shares. The Board has previously exercised
its discretion to waive the requirement for a mandatory offer
when Labro (which holds more than 20% of the Ordinary Shares)
has requested the acquisition of additional Ordinary Shares.
The Board most recently exercised the same discretion for the
acquisition in the market of up to 9,000,000 Ordinary Shares
by Labro (as announced on 17 January 2022). Labro acquired
2,446,088 Ordinary Shares pursuant to that waiver which expired
on 15 April 2022.
Shareholding impacts of the Waiver
Labro currently holds: -- 306,962,131 Ordinary Shares representing approximately
44.51 per cent of Chaarat's issued share capital; and
-- a loan note for US$1,000,000 (the "Loan Note") convertible
into 3,579,089 Ordinary Shares assuming full conversion
of principal and interest to maturity on 31 October 2022.
Chaarat's Executive Chairman, Mr Martin Andersson, who is indirectly
beneficially interested in the majority of shares of Labro,
is beneficially interested in 6,969,592 Ordinary Shares representing
1.01% of Chaarat's issued share capital. Mr Andersson also
holds options to acquire 16,300,639 Ordinary Shares under the
Company's 2019 management incentive plan.
If the maximum number of Ordinary Shares permitted to be purchased
are acquired by way of the acquisition of existing Ordinary
Shares in accordance with the Waiver, Labro's, Mr Andersson's
and their combined shareholdings in the Company would be as
follows: Undiluted* Diluted for Loan Fully diluted*
Notes*
Labro 314,462,131 45.60% 318,041,220 45.88% 318,041,220 44.82%
Mr Andersson 6,969,592 1.01% 6,969,592 1.01% 23,270,231 3.28%
-------------- ------- ------------ ------- ------------ ---------
Combined 321,431,723 46.61% 325,010,812 46.88% 341,311,451 48.10%
-------------- ------- ------------ ------- ------------ ---------
* Undiluted assumes 7.5m shares purchased subject to this
waiver and no other issue of new Ordinary Shares,
including on exercise of existing options or
on conversion of any existing convertible loan
notes.
* Diluted for assumes 7.5m shares purchased subject to this
Loan Notes waiver and full conversion by Labro of the
Loan Note principal and interest to maturity,
no options to subscribe for Ordinary Shares
exercised, no other convertible loan notes
converted, and no other Ordinary Shares issued.
* Fully diluted assumes 7.5m shares purchased subject to this
waiver and full conversion by Labro of the
Loan Note principal and interest to maturity,
no other convertible loan notes converted,
the exercise in full by Mr Andersson of his
existing share options, no other options to
subscribe for Ordinary Shares exercised, and
no other Ordinary Shares issued.
- ends -
Enquiries
+44 (0)20 7499
Chaarat Gold Holdings Limited 2612
Mike Fraser (Chief Executive Officer) info@chaarat.com
Canaccord Genuity Limited (NOMAD and + 44 (0)20 7523
Joint Broker) 8000
Henry Fitzgerald-O'Connor
James Asensio
+44 (0)20 7220
finnCap Limited (Joint Broker) 0500
Christopher Raggett
Panmure Gordon (UK) Limited (Joint +44 (0)20 7886
Broker) 2500
John Prior
Hugh Rich
About Chaarat
Chaarat is a gold mining company which owns the Kapan operating
mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects
in the Kyrgyz Republic . The Company has a clear strategy
to build a leading emerging markets gold company through
organic growth and selective M&A.
Chaarat is engaged in active community engagement programmes
to optimise the value of the Chaarat investment proposition.
Chaarat aims to create value for its shareholders, employees
and communities from its high-quality gold and mineral deposits
by building relationships based on trust and operating to
the best environmental, social and employment standards.
Further information is available at www.chaarat.com .
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