TIDMCGH
RNS Number : 1135A
Chaarat Gold Holdings Ltd
18 December 2014
Chaarat Gold Holdings Limited
("Chaarat" or "the Company")
Placing to raise USD 5 million
Road Town, Tortola, British Virgin Islands (18 December
2014).
Chaarat (AIM:CGH) is pleased to announce that it has raised USD
5 million through the issue of 21,367,521 new ordinary shares (the
"Ordinary Shares") of USD 0.01 each in the capital of the Company
(the "Placing Shares") at a price of GBP 0.15 (USD 0.234) per share
(the "Placing Price") to Fasanara Capital Credit Strategies Fund
(the "Fasanara Fund").
In addition, three year warrants (the "Placing Warrants") have
been issued to the Fasanara Fund to subscribe for one Ordinary
Share per Placing Share at the Placing Price (taken together with
the issue and allotment of the Placing Shares, the "Placing" or the
"Transaction").
The Placing Price represents a premium of 27.7 per cent, to the
closing price of 11.75p per share on 17 December 2014.
Following the completion of the Definitive Feasibility Study
("DFS"), expected in mid-2015, the funds raised via the Placing
(the "Placing Funds") will enable the Company to carry out the work
needed to satisfy all the Kyrgyz regulatory requirements to secure
construction permits for the Chaarat Project, which is expected to
be a significant value milestone. The next stage will be to select
a contractor for the construction of the stage one heap leach
project which, together with the completion of the work above,
should put the Company in a strong position to then raise the
necessary project finance. The Placing Funds are expected to
finance the Company into the first quarter of 2016, by which time
it is expected to have completed the above process.
In addition, the Board and management team have been focussing
on minimising expenditure and reducing headcount where this does
not compromise safety at site or impede the progress of the DFS.
The Company has also continued to dispose of surplus materials and
equipment, from which USD 1.34 million has been realised to
date.
Prior to the Placing, funds managed by Fasanara Capital Limited
("Fasanara Capital"), including the Fasanara Fund, held 48,962,293
Ordinary Shares representing 19.55% of Chaarat's issued share
capital, and as a result of this, the Transaction is deemed a
related party transaction under the AIM Rules. The Company's Board
of Directors consider, having consulted with its Nominated Adviser,
Numis Securities, that the terms of the Transaction are fair and
reasonable insofar as the shareholders of the Company are
concerned.
Following the issue and allotment of the Placing Shares to the
Fasanara Fund, funds managed by Fasanara Capital will be interested
in 25.87% of the issued share capital of Chaarat, as enlarged
following completion of the Placing. If no other issue of shares by
the Company were to take place and the Placing Warrants were
exercised in full, Fasanara Capital would be interested in 31.27%
of the enlarged issued share capital of Chaarat.
The Company has been informed by Fasanara Capital that Mr Martin
Andersson is indirectly beneficially interested in the Fasanara
Fund.
Mr Andersson is a Swedish private investor. A graduate of the
Stockholm School of Economics and HEC Paris, Mr Andersson worked
with M&A at Booz, Allen, Hamilton and also advised the Russian
Government on privatization issues. In 1993 Mr Andersson co-founded
Brunswick Brokerage - a Moscow based investment bank that was later
sold to UBS - initially holding the position of CEO and was in 1999
appointed Chairman. He also chaired the Board of Directors of
Brunswick Capital Limited (2002-2007) and Brunswick Rail Leasing
(2005-2007). He currently sits on the Board of Brunswick Real
Estate International, Brunswick Rail and Cabo Delgado
Investments.
Dekel Golan, CEO of Chaarat, comments: "I welcome the
involvement of Fasanara Capital, which has been a supportive
shareholder for the last three years. This injection of capital
into the Company means our next significant fund raise should be
for construction of the stage one heap leach operation of the
Chaarat Project, at which point it will be much more advanced."
Further information
The completion of the Transaction is conditional, inter alia,
upon admission of the Placing Shares to trading on the AIM market
of the London Stock Exchange ("Admission"). The Company will apply
for Admission and it is expected that Admission will take place on
or around 23 December 2014.
The Placing Shares have been issued and allotted to the Fasanara
Fund credited as fully paid and will rank pari passu with the
existing Ordinary Shares.
Following Admission, the Company's existing issued share capital
will increase from 250,477,868 Ordinary Shares to 271,845,389
Ordinary Shares (the "Enlarged Share Capital"). As such the total
number of voting rights which will be attached to the Enlarged
Share Capital, on the basis of one vote per Ordinary Share, will be
271,845,389 (the "Total Voting Rights").
The Total Voting Rights figure may be used by shareholders as
the denominator for any calculation by which they will determine
whether or not they are required to notify their interests in, or a
change to their interest in, the issued share capital of the
Company.
Chaarat is a company incorporated in the British Virgin Islands
and is therefore not subject to the UK City Code on Takeovers and
Mergers. The Company's Articles of Association contain a regulation
which provides that where any person (i) acquires interests in
shares which (taken together with interests in shares held or
acquired by persons acting in concert with him) carry 20% or more
of the voting rights of the Company; or (ii) holds (together with
persons acting in concert with him) interests in shares
representing not less than 20% but not more than 50% of the voting
rights and such person (or any person acting in concert with him)
acquires an interest in additional shares which increases his
percentage of voting rights, the Board of Directors of the Company
shall be entitled, but not obliged, to require that person to
extend a mandatory offer to all of the Company's shareholders to
acquire their Ordinary Shares.
The Board of Directors has exercised its discretion under the
Company's Articles of Association so as not to require a mandatory
offer to be made in connection with the Transaction by the Fasanara
Fund or any person acting in concert with it in respect of either
the issue and allotment of the Placing Shares, the grant of the
Placing Warrants or, in due course, the issuance of Ordinary Shares
upon exercise of the Placing Warrants, but not in respect of any
other purchase of Ordinary Shares or any interest therein by the
Fasanara Fund or any person acting in concert with it.
China Nonferrous Metals International Mining Co Ltd
("CNMIM")
Chaarat is required to give notice to CNMIM if it intends to
issue any Chaarat shares for cash or non- cash consideration. CNMIM
may within 15 business days of receipt of such notice being issued
in connection with the Placing give written notice to require
Chaarat to issue such number of Chaarat shares to CNMIM on the same
terms as the Placing Shares, as is necessary to maintain the
percentage shareholding of CNMIM in the Company prior to completion
of the Placing. The required notice in respect of the issue of the
Placing Shares will be sent to CNMIM and a further announcement
made, if appropriate.
Prior to issue and allotment of the Placing Shares to the
Fasanara Fund, CNMIM held 22,469,289 Ordinary Shares representing
8.97% of the issued share capital of Chaarat.
Enquiries:
Chaarat Gold Holdings
Limited + 44 23 800 11747
c/o Central Asia Services info@chaarat.com
Limited
Dekel Golan CEO
Linda Naylor FD
Numis Securities Limited +44 (0) 20 7260 1000
John Prior, Paul Gillam
(NOMAD)
James Black (Broker)
NOTES TO EDITORS:
About Chaarat Gold
Chaarat Gold is an exploration and development company operating
in the Kyrgyz Republic with a large, high grade resource - the
Chaarat Gold Project. The Company's key objective is to become a
low cost gold producer generating significant production from the
development of the Chaarat Gold Project. Chaarat is preparing a
Definitive Feasibility Study and continuing its active community
engagement programme 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 in the
Kyrgyz Republic by building relationships based on trust and
operating to the best environmental, social and employment
standards.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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