REG - Chaarat Gold Hlgs Ld Shanta Gold Limited - Statement re Possible Offer

Shanta GoldAnnouncement

18/10/2022 12:45

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RNS Number : 2911D  Chaarat Gold Holdings Ltd  18 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN
BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH
ANY SUCH OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

FOR IMMEDIATE RELEASE

18 October 2022

 

Chaarat Gold Holdings Ltd

("Chaarat", "the Company" or "the Group")

Statement regarding possible offer

 

The Board of Chaarat Gold Holdings Ltd ("Chaarat") notes the press speculation
and confirms that Chaarat is in early stage discussions regarding a possible
offer for Shanta Gold Limited ("Possible Offer").

There can be no certainty that an offer will be made, nor as to the terms of
any such offer. A further statement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 15
November 2022, Chaarat must either announce a firm intention to make an offer
for Shanta in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer for Shanta, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.

If completed on the currently proposed terms, the Possible Offer would be
classified as a reverse takeover transaction in accordance with AIM Rule 14.

For the purposes of the Takeover Code this announcement has not been made with
the agreement or approval of Shanta.

The person responsible for making this announcement is Frances Robinson.

 

 

Enquiries

 Chaarat Gold Holdings Limited                           +44 (0) 20 7499 2612
 Mike Fraser (Chief Executive Officer)

 Canaccord Genuity Limited                               +44 (0) 207 523 8000
 (Financial adviser, NOMAD and Joint Broker to Chaarat)
 Raj Khatri

 James Asensio
 Gordon Hamilton

 

 

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror

and Dealing Disclosures must also be made by the offeree company, by any
offeror and by

any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

 

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Chaarat confirms that, as at the date
of this announcement, its issued and fully paid share capital consists of
689,668,088 ordinary shares with par value of $0.01. The International
Securities Identification Number (ISIN) for the ordinary shares is
VGG203461055VGG.

 

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Chaarat at https://www.Chaarat.com/for-investors/
(https://www.chaarat.com/for-investors/at) promptly and by no later than 12
noon (London time) on the business day following this announcement. The
content of the websites referred to in this announcement are not incorporated
into and do not form part of this announcement.

 

Other notices

Canaccord Genuity, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Chaarat and for
no-one else in connection with the matters referred to in this Announcement
and will not be responsible to any person other than Chaarat for providing the
protections afforded to clients of Canaccord Genuity, nor for providing advice
in relation to the matters referred to herein. Neither Canaccord Genuity nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Canaccord Genuity
in connection with the matters referred to in this Announcement, or otherwise.

 

 

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