Chaarat Gold Holdings Ltd Grant of Waiver (7159E)
July 08 2019 - 2:00AM
UK Regulatory
TIDMCGH
RNS Number : 7159E
Chaarat Gold Holdings Ltd
08 July 2019
8 July 2019
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Grant of waiver
Chaarat (AIM:CGH), the AIM-quoted gold mining company with
assets in the Kyrgyz Republic and Armenia, announces that the Board
(excluding Martin Andersson) has exercised its discretion to waive
the requirement for a mandatory offer for the Company's remaining
outstanding shares to be made by Labro upon acquisition of up to
4,000,000 ordinary shares of the Company ("Ordinary Shares") in the
market, subject to such purchases being completed by 5.30pm UK time
on 4 October 2019 (or such later time as the Board may agree) and
subject to receipt of all approvals required under the Company's
share dealing code (the "Labro Share Purchase").
Shareholders will recall that Labro holds:
-- 139,841,969 Ordinary Shares representing approximately 34.8
per cent of Chaarat's issued share capital;
-- 21,367,521 warrants to subscribe for Ordinary Shares (the "Labro Warrants"); and
-- Convertible Loan Notes for US$1,000,000 (the "Loan Notes").
There is a provision in the Company's Articles of Association
(the "Articles") (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 that 20% of the Ordinary Shares) has
acquired additional Ordinary Shares.
The Board most recently exercised the same discretion for the
acquisition of up to 5,000,000 Ordinary Shares by Labro in the
market. This expired on 21 June 2019 and Labro acquired 4,380,045
under this waiver.
If the maximum number of Ordinary Shares permitted to be
purchased pursuant to the Labro Share Purchase are acquired within
such a period by way of the acquisition of existing Ordinary Shares
in accordance with the Waiver (and assuming no issue of Ordinary
Shares during such period by the Company, including on exercise of
existing warrants or options issued by the Company or on conversion
of any convertible loan notes issued by the Company), Labro would
hold 143,841,969 Ordinary Shares representing 35.77% of the issued
share capital as of 5 July 2019. If all Labro Warrants were
exercised, all Loan Notes were converted and all additional
Ordinary Shares were issued under the Guarantee Agreement (but no
Ordinary Shares issued pursuant to the terms of the Loan Agreement
and no other warrants or options issued to subscribe for Ordinary
Shares issued by the Company were exercised, no other convertible
loan notes issued by the Company were converted and no other
Ordinary Shares were issued), Labro would hold 168,058,820 Ordinary
Shares representing 41.8 per cent. of the resulting enlarged share
capital.
The Company is grateful to Labro and its shareholders for their
continued support.
Enquiries
Chaarat Gold Holdings Limited +44 (0)20 7499 2612
Artem Volynets (CEO) info@chaarat.com
Numis Securities Limited
John Prior, Paul Gillam (NOMAD)
James Black (Corporate Broking) +44 (0) 20 7260 1000
Powerscourt
Conal Walsh
Sam Austrums +44 (0)20 7250 1446
chaarat@powerscourt-group.com
About Chaarat
Chaarat is a gold mining company which owns the Kapan operating
mine in Armenia as well as the Tulkubash and the Kyzyltash Gold
Projects in the Kyrgyz Republic. The Company has a clear strategy
to build a leading emerging markets gold company with an initial
focus on Central Asia and the FSU 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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