TIDMCGH
RNS Number : 1148E
Chaarat Gold Holdings Ltd
16 October 2018
Correction: The 'Closing of first phase fundraise of up to
US$100 million' announcement released on 13 September 2018 at
7.00am (UK time) under RNS No 6192A is amended and restated as
below. There was an error in the value of Existing Notes and
interest to be converted into equity or reinvested into new 2021
Notes. There are a number of consequential changes to the
announcement, as described in the amended text below, including a
reduction in the Company's issued share capital.
The full amended text is below.
16 October 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Not for release, publication or distribution to United States
newswire services or for release, publication or dissemination in
the United States and does not constitute an offer of the
securities herein.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or
any other jurisdiction. Any securities described in this press
release have not been, and will not be, registered under the US
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration except in transactions
exempt from, or not subject to, registration under the US
Securities Act and applicable US state securities laws. There is no
public offering of the securities in the United States expected.
Any public offering of securities to be made in the United States
will be made by means of a prospectus that may be obtained from
Chaarat and that will contain detailed information about Chaarat
and management, as well as financial statements.
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Closing of first phase of fundraise of up to US$100 million
On 28 August 2018 (and as corrected by an announcement on 6
September 2018), Chaarat (AIM: CGH) announced that it had received
commitments for approximately US$17 million in the first phase of
up to US$100 million of a convertible debt placement (the
"Fundraise") with existing convertible investors, as well as select
new investors. Chaarat is pleased to announce that this first phase
of the Fundraise has now successfully closed as anticipated.
The second phase of the Fundraise, as also announced on 28
August 2018, is ongoing and is expected to close by the end of
September/early October 2018. Following positive feedback from
potential investors, Chaarat will amend the terms of the up to
US$100 million Convertible Notes (the "2021 Notes"). Under the
previous terms, interest would accrue at 10% per year for the first
18 months and then at 12% per year thereafter and be in
Payment-In-Kind ("PIK") form, where a single interest payment is
due on the final repayment date (31 October 2021) provided that no
conversion has occurred. This shall be replaced with a combined
interest rate made up of a cash coupon of 6% payable semi annually
and a 4% interest rate per year PIK which increases to 6% per year
for the last 18 months of the term of the 2021 Notes, again
provided that no conversion has occurred. The revised terms will
apply to the whole Fundraise pursuant to "most favoured nation"
provisions benefitting first phase investors in the Fundraise.
In addition, post closing of phase two of the Fundraise, Chaarat
will apply for a listing of the 2021 Notes, anticipated to be on
the Frankfurt Open Market (Freiverkehr). It is also now anticipated
that the 2021 Notes will be cleared and settled through Euroclear
and Clearstream, the international clearing and settlement
systems.
The previously announced acquisition is progressing towards the
signing of definitive documentation. The transaction remains
subject to final and confirmatory due diligence. However,
substantial due diligence work has already taken place and the
transaction is at an advanced stage, with the signature of
definitive documents expected by the end of September/early October
2018 and completion in early/mid-November 2018.
The First Phase Closing
The first phase of the Fundraise comprised the issue on 11
September 2018 of a total of US$17,580,000 of 2021 Notes with a
conversion price of GBP0.37 / share and a 10% interest rate per
year which increases to 12% per year for the last 18 months (prior
to the anticipated amendments referred to above).
Investors in the 2021 Notes consisted of both holders of
existing convertible notes maturing in 2018 and 2019 ("Existing
Notes") ("Existing Noteholders") and new investors.
-- Existing Noteholders invested a total of US$14,230,000 in the 2021 notes, comprising:
- Reinvestment of US$8,805,000 of their Existing Note redemption
proceeds into the 2021 Notes (of which US$1,055,000 represents the
interest accrued on the Existing Notes and the balance represents
principal on the Existing Notes); and
- Investment of a further US$5,425,000.
-- New investors subscribed for US$3,350,000 of the 2021 Notes
(which, together with the investment of a further US$5,425,000 by
Existing Noteholders mentioned above, represents a total additional
cash investment of US$8,775,000).
Existing Noteholders converted US$9,088,369.86 (rather than
US$9,486,602 as previously announced) (comprising principal of
US$8,150,000 (rather than US$8,400,000 as previously announced) and
interest of US$938,369.86 (rather than US$1,086,603 as previously
announced)) of their holdings into (after rounding) 22,991,251 new
ordinary shares (rather than 24,067,806 as previously announced) in
the Company ("Ordinary Shares") at conversion prices of:
-- 675,833 Ordinary Shares for each US$250,000 (and pro rata for
any amounts less than US$250,000) of Existing Notes (as to
14,917,982 Ordinary Shares (rather than 15,994,537 as previously
announced)); and
-- 565,355 Ordinary Shares for each US$250,000 (and pro rata for
any amounts less than US$250,000) of Existing Notes (as to
8,073,269 Ordinary Shares).
A total of US$4,323,671 was redeemed in cash to one Existing
Noteholder, pending the outcome of ongoing discussions as to this
investor's potential re-investment. Other Existing Noteholders have
been paid balancing interest payments totaling US$20,082.20 (rather
than US$16,849 as previously announced).
Following the closing of the first phase of the Fundraise, and
the conversion of US$9,088,309.86 (rather than US$9,486,602 as
previously announced) of Existing Notes into 22,991,251 Ordinary
Shares (rather than 24,067,806 as previously announced), the
Company's existing issued share capital has increased to
394,623,127 Ordinary Shares (rather than 395,699,682 as previously
announced) and the total number of voting rights, on the basis of
one vote per Ordinary Share, is therefore 394,623,127 (rather than
395,699,682 as previously announced). The Ordinary Shares were
issued on 11 September 2018 and application for these Ordinary
Shares to admission on AIM is expected to be made in due course
upon restoration of trading of the Company's Ordinary Shares on
AIM.
The Company intends to raise additional growth capital in a
second fundraising round and is targeting a further closing in late
September 2018.
Enquiries
Chaarat Gold Holdings Limited
Martin Andersson (Chairman) +44 (0)20 7499 2612
Artem Volynets (CEO) info@Chaarat.com
Numis Securities Limited
John Prior, Paul Gillam (NOMAD) +44 (0) 20 7260 1000
James Black (Corporate Broking)
BMO Capital Markets Limited
Jeffrey Couch, Thomas Rider (Joint
Broker) +44 (0) 20 7236 1010
Powerscourt
Conal Walsh +44 (0)20 7250 1446
Matthew Attwood Chaarat@powerscourt-group.com
Isabelle Saber
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 engaged in an
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.
Further information is available at www.chaarat.com
China Nonferrous Metals International Mining Co Ltd
("CNMIM")
Chaarat is required to give notice to CNMIM if it intends to
issue any Ordinary Shares for cash or non-cash consideration. CNMIM
may, within 15 business days of receipt of such notice being issued
in connection with any conversion of Notes into Ordinary Shares,
give written notice to require Chaarat to issue such number of
Ordinary Shares to CNMIM, on the same terms as the issue of such
Ordinary Shares, as is necessary to maintain the percentage
shareholding of CNMIM in the Company prior to conversion. Once the
Existing Notes are converted, and if and when any 2021 Notes are
converted, the required notice in respect of the issue of Ordinary
Shares on conversion will be sent to CNMIM and a further
announcement made, if appropriate. CNMIM currently holds 22,469,289
Ordinary Shares representing 6.05% of the issued share capital of
Chaarat.
Subscription for 2021 Notes by Labro and a Director and concert
party arrangements
Labro Investments Limited ("Labro") has subscribed for
US$1,000,000 of 2021 Notes (by way of reinvesting US$375,000 of
Existing Notes being redeemed, including interest of US$50,000,
plus an additional US$575,000). As announced previously, Martin
Andersson is indirectly beneficially interested in the majority of
the shares in Labro. Following the Fundraise, including the
conversion of Existing Notes by other noteholders into Ordinary
Shares, Labro will continue to hold 131,878,037 Ordinary Shares
representing approximately 33.42% (rather than 33.33%, as
previously announced) of the Company's share capital and 21,367,521
warrants to subscribe for Ordinary Shares ("Labro Warrants") and,
in addition, US$1,000,000 of 2021 Notes (which are convertible into
2,111,484 Ordinary Shares in respect of principal on the 2021 Notes
and up to around 696,789 Ordinary Shares in respect of interest on
the 2021 Notes assuming interest is converted into Ordinary Shares
and that the 2021 Notes are converted at the final maturity date of
31 October 2021).
Martin Wiwen-Nilsson has subscribed for US$425,000 of 2021 Notes
(by way of reinvesting US$375,000 of Existing Notes being redeemed,
including interest of US$50,000). Following the Fundraise,
including the conversion of Existing Notes by other noteholders
into Ordinary Shares, he will continue to hold 9,998,237 Ordinary
Shares representing 2.53% of the Company's share capital and
200,000 options to subscribe for Ordinary Shares ("MWN Options")
and, in addition, US$425,000 of 2021 Notes (which are convertible
into 897,380 Ordinary Shares in respect of principal on the 2021
Notes and up to around 296,135 Ordinary Shares in respect of
interest on the 2021 Notes assuming interest is converted into
Ordinary Shares and that the 2021 Notes are converted at the final
maturity date of 31 October 2021).
Labro and Martin Wiwen-Nilsson are members of the Concert Party
(as referred to and defined in the Company's announcement on 27
October 2017) (the "Concert Party"). The Board (excluding Martin
Andersson and Martin Wiwen-Nilsson) has therefore agreed that their
participation in the issue of 2021 Notes will not trigger a
requirement to make a mandatory offer under the Articles (see
"Further information relating to the Issue" below). If all Labro
Warrants and MWN Options were exercised and all 2021 Notes issued
to Labro and Martin Wiwen-Nilsson were converted (but no other
warrants or options to subscribe for Ordinary Shares were
exercised, no other 2021 Notes were converted and no other Ordinary
Shares were issued), the Concert Party would hold 192,405,615
Ordinary Shares representing 45.79% (rather than 45.67%, as
previously announced) of the resulting enlarged share capital.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Labro Investments Limited
------------------------- ----------------------------------------------------------------------
2. Reason for the notification
-------------------------------------------------------------------------------------------------
a) Position Person closely associated with the Chairman
/ status
------------------------- ----------------------------------------------------------------------
b) Initial Initial notification
notification
/ amendment
------------------------- ----------------------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------------------
a) Name Chaarat Gold Holdings Limited
------------------------- ----------------------------------------------------------------------
b) Legal entity 213800T2A5CV84VTFJ70
identifier
------------------------- ----------------------------------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------------------------
a) Description of 10% Secured Convertible Loan Notes 2021
the financial 10% Secured Convertible Loan Notes 2018
instrument, type
of instrument
Identification VGG203461055 (this relates to the Ordinary
code shares of US$0.01 each in the Company into
which the 10% Secured Convertible Loan
Notes 2021 and the 10% Secured Convertible
Loan Notes 2018 may become convertible)
-------------------------- ---------------------------------------------------------------------
b) Nature of the Purchase of 10% Secured Convertible Loan
transaction Notes 2021
Redemption of 10% Secured Convertible Loan
Notes 2018
-------------------------- ---------------------------------------------------------------------
c) Currency USD
-------------------------- ---------------------------------------------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s)
-------------------------- ------------------------------------ ------------- -------------
Purchase of 10% Secured
Convertible Loan
Notes 2021 US$1.00 1,000,000
------------------------------------ ------------------------------------------------------ -------------
Redemption of 10%
Secured Convertible
Loan Notes 2018 US$1.00 375,000
------------------------------------ ------------------------------------------------------ -------------
e) Aggregated information Aggregated Aggregated Aggregated
volume price total
Purchase of 1,000,000 US$1.00 US$1,000,000
10% Secured
Convertible
Loan Notes
2021
----------- ----------- -------------
Redemption 375,000 US$1.00 US$375,000*
of 10% Secured
Convertible
Loan Notes
2018
----------- ----------- -------------
* US$426,678.08, including accrued interest.
-------------------------- ---------------------------------------------------------------------
f) Date of the transaction 11 September 2018
-------------------------- ---------------------------------------------------------------------
g) Place of the Off market
transaction
-------------------------- ---------------------------------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Martin Wiwen-Nilsson
------------------------- -----------------------------------------------------------
2. Reason for the notification
--------------------------------------------------------------------------------------
a) Position / status Director
------------------------- -----------------------------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------- -----------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------------
a) Name Chaarat Gold Holdings Limited
------------------------- -----------------------------------------------------------
b) Legal entity identifier 213800T2A5CV84VTFJ70
------------------------- -----------------------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of 10% Secured Convertible Loan Notes 2021
the financial 10% Secured Convertible Loan Notes 2018
instrument, type
of instrument
Identification VGG203461055 (this relates to the Ordinary
code shares of US$0.01 each in the Company
into which the 10% Secured Convertible
Loan Notes 2021 and the 10% Secured Convertible
Loan Notes 2018 may become convertible)
------------------------- -----------------------------------------------------------
b) Nature of the Purchase of 10% Secured Convertible Loan
transaction Notes 2021
Redemption of 10% Secured Convertible
Loan Notes 2018
------------------------- -----------------------------------------------------------
c) Currency US$
------------------------- -----------------------------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
Purchase of 10% Secured
Convertible Loan Notes
2021 US$1.00 425,000
---------- ----------
Redemption of 10%
Secured Convertible
Loan Notes 2018 US$1.00 375,000
---------- ----------
------------------------- -----------------------------------------------------------
e) Aggregated information Aggregated Aggregated Aggregated
* Aggregated volume volume price total
Purchase 425,000 US$1.00 US$425,000
of 10% Secured
* Aggregated price Convertible
Loan Notes
2021
* Aggregated total ----------- ----------- ------------
Redemption 375,000 US$1.00 US$375,000*
of 10% Secured
Convertible
Loan Notes
2018
----------- ----------- ------------
* US$426,678.08, including accrued interest.
------------------------- -----------------------------------------------------------
f) Date of the transaction 11 September 2018
------------------------- -----------------------------------------------------------
g) Place of the transaction Off market
------------------------- -----------------------------------------------------------
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
MSCDELFFVBFEFBK
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