REG - Chaarat Gold Hlgs Ld - Grant of Waiver

Chaarat Gold HoldingsAnnouncement

08/09/2022 07:00

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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 Notes*         Fully diluted*
 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 Loan Notes      assumes 7.5m shares purchased subject to this 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.

 

 

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 Notes*         Fully diluted*
 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 Loan Notes      assumes 7.5m shares purchased subject to this 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

 Chaarat Gold Holdings Limited                       +44 (0)20 7499 2612
 Mike Fraser (Chief Executive Officer)               info@chaarat.com (mailto:info@chaarat.com)

 Canaccord Genuity Limited (NOMAD and Joint Broker)  +44 (0)20 7523 8000
 Henry Fitzgerald-O'Connor
 James Asensio

 finnCap Limited (Joint Broker)                      +44 (0)20 7220 0500
 Christopher Raggett

 Panmure Gordon (UK) Limited (Joint Broker)          +44 (0)20 7886 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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