Chaarat Gold Holdings Ltd Grant of waiver (7568U)
April 08 2021 - 2:05AM
UK Regulatory
TIDMCGH
RNS Number : 7568U
Chaarat Gold Holdings Ltd
08 April 2021
8 April 2021
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 Chaarat's
board of directors (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 3,000,000 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 30 June 2021 and subject
to receipt of all approvals required under the Company's share
dealing code (the "Labro Share Purchase").
Background to the waiver
Shareholders will recall that Labro holds: -- 281,527,967 Ordinary Shares representing approximately
41.00 per cent of Chaarat's issued share capital; and
-- Loan Notes for US$1,000,000 (the "Loan Notes") convertible
into 2,849,330 Ordinary Shares assuming full conversion
of principal and interest to maturity.
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 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 3,000,000 Ordinary Shares
by Labro (as announced on 16 September 2020). Labro acquired
441,358 Ordinary Shares pursuant to that waiver, which expired
on 31 December 2020.
Shareholding impacts of the Waiver and Labro Share Purchase
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 new
Ordinary Shares during such period by the Company, including
on exercise of existing options issued by the Company or on
conversion of any convertible loan notes issued by the Company),
Labro would hold 284,527,967 Ordinary Shares representing 41.44%
of the issued share capital as at today's date. If all Loan
Notes were subsequently converted (assuming full conversion
of principal and interest to maturity) and no options 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
287,377,297 Ordinary Shares representing 41.68% of the resulting
enlarged share capital.
Mr Martin Andersson, who is indirectly beneficially interested
in the majority of shares of Labro, is beneficially interested
in 5,829,996 Ordinary Shares and, pursuant to restricted share
awards and share options granted by the Company to Mr Andersson,
may become entitled to a further 18,111,821 Ordinary Shares.
If Mr Andersson were to acquire all the shares to which he
may become entitled, on a combined basis, Labro and Mr Andersson
would together hold 311,319,114 Ordinary Shares representing
44.11% of the resulting enlarged share capital.
- ends -
Enquiries
+44 (0)20 7499
Chaarat Gold Holdings Limited 2612
Artem Volynets (CEO) 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 with an
initial focus on 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 .
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