REG - Chaarat Gold Hlgs Ld - Form 8 (OPD) - Chaarat Gold Holdings Limited

Chaarat Gold HoldingsAnnouncement

24/10/2022 13:00

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RNS Number : 9016D  Chaarat Gold Holdings Ltd  24 October 2022

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Chaarat Gold Holdings Limited
 (b) Owner or controller of interests and short positions disclosed, if
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Chaarat Gold Holdings Limited
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         21 October 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary Shares of US$0.01 par value

                                                                      Interests               Short positions

                                                                      Number      %           Number      %
 (1) Relevant securities owned and/or controlled:                     0           -           0           -
 (2) Cash-settled derivatives:                                        0           -           0           -

 (3) Stock-settled derivatives (including options) and agreements to  0           -           0           -
 purchase/sell:
                                                                      0           -           0           -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:
 Details, including nature of the rights concerned and relevant percentages:

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 Ordinary shares of US$0.01 each Chaarat Gold Holdings Limited ordinary shares
 of US$0.01 each held by the directors (and persons closely associated) of
 Chaarat Gold Holdings Limited:

Name                                                                      № of Shares    %age
 Martin Axel Christer ANDERSSON*                                           315,720,129    45.77%
 Hussein BARMA                                                             276,748        0.04%
 Robert Duane BENBOW                                                       1,379,844      0.20%
 Robert Willem John EDWARDS                                                231,849        0.03%
 Michael John FRASER                                                       255,935        0.03%
 Gordon Ferguson WYLIE                                                     576,262        0.08%
 Sanne Fiduciary Services Limited as Trustee of The Chaarat Gold Holdings  1,070,194      0.15%
 Limited Employee Benefit Trust

 

 * Of the 45.78% held by Martin Andersson, 44.76% (# of shares) is held by
 Labro Investments Limited ("Labro"). The controlling interest of Labro is held
 by Kleber Private Trust Company Ltd as Trustee of The Kleber Trust of which
 Martin Andersson is the settlor and primary beneficiary.

 Options (all of which have vested) to acquire ordinary shares of US$0.01 each
 in Chaarat Gold Holdings Limited held by directors and other employees of
 Chaarat Gold Holdings Limited:

Name                            Grant Date  Exercise Price  Exercisable until  № of Shares
 Martin Axel Christer ANDERSSON  18-Sep-19   £0.42           18-Sep-24          16,300,639
 Hussein BARMA                   18-Sep-19   £0.42           18-Sep-24          592,751
 Robert Duane BENBOW             18-Sep-19   £0.42           18-Sep-24          1,778,252
 Robert Willem John EDWARDS      18-Sep-19   £0.42           18-Sep-24          592,751
 Michael John FRASER             18-Jan-22   £0.42           18-Jan-27          5,000,000
 Gordon Ferguson WYLIE           18-Sep-19   £0.42           18-Sep-24          1,185,501
 Other employees                 18-Sep-19   £0.42           18-Sep-24          21,092,043

 

 Convertible loan notes maturing 31 July 2023 convertible into ordinary shares
 of US$0.01 each in the capital of Chaarat Gold Holdings Limited held by
 directors (and persons closely associated) of Chaarat Gold Holdings Limited (#
 assuming full conversion of principal and interest from 1 November 2022 to
 maturity):

Name                                            Principal amount of loan notes outstanding  %age of all loan notes outstanding  № of shares arising on conversion at maturity#
 Martin Axel Christer ANDERSSON (held by Labro)  US$1,463,744                                5.09%                               3,924,775

 

* Of the 45.78% held by Martin Andersson, 44.76% (# of shares) is held by
Labro Investments Limited ("Labro"). The controlling interest of Labro is held
by Kleber Private Trust Company Ltd as Trustee of The Kleber Trust of which
Martin Andersson is the settlor and primary beneficiary.

 

Options (all of which have vested) to acquire ordinary shares of US$0.01 each
in Chaarat Gold Holdings Limited held by directors and other employees of
Chaarat Gold Holdings Limited:

 Name                            Grant Date  Exercise Price  Exercisable until  № of Shares
 Martin Axel Christer ANDERSSON  18-Sep-19   £0.42           18-Sep-24          16,300,639
 Hussein BARMA                   18-Sep-19   £0.42           18-Sep-24          592,751
 Robert Duane BENBOW             18-Sep-19   £0.42           18-Sep-24          1,778,252
 Robert Willem John EDWARDS      18-Sep-19   £0.42           18-Sep-24          592,751
 Michael John FRASER             18-Jan-22   £0.42           18-Jan-27          5,000,000
 Gordon Ferguson WYLIE           18-Sep-19   £0.42           18-Sep-24          1,185,501
 Other employees                 18-Sep-19   £0.42           18-Sep-24          21,092,043

 

Convertible loan notes maturing 31 July 2023 convertible into ordinary shares
of US$0.01 each in the capital of Chaarat Gold Holdings Limited held by
directors (and persons closely associated) of Chaarat Gold Holdings Limited (#
assuming full conversion of principal and interest from 1 November 2022 to
maturity):

 Name                                            Principal amount of loan notes outstanding  %age of all loan notes outstanding  № of shares arising on conversion at maturity#
 Martin Axel Christer ANDERSSON (held by Labro)  US$1,463,744                                5.09%                               3,924,775

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  24 October 2022
 Contact name:        Frances Robinson
 Telephone number:    +44 20 7499 2612

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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