TIDMCGH
RNS Number : 1044L
Chaarat Gold Holdings Ltd
20 December 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.
20 December 2018
Chaarat Gold Holdings Limited
("Chaarat", "Chaarat Gold" or "the Company")
Grant of Concert Party waiver
Chaarat (AIM:CGH) announces that the board (excluding Martin
Andersson and Martin Wiwen-Nilsson) has exercised its discretion to
waive the requirement for a mandatory offer for the Company to be
made by any member of the concert party comprising Labro
Investments Limited ("Labro"), Martin-Wiwen Nilsson ("MWN") and
Willem De Geer ("WDG"), who owns some of his Ordinary Shares
directly and some through his investment vehicle, Deer Invest AB
(the "Concert Party") upon the acquisition of additional ordinary
shares of the Company ("Ordinary Shares") in the market as
follows:
-- Labro - up to 2,000,000 Ordinary Shares;
-- MWN - up to 1,500,000 Ordinary Shares; and
-- WDG - up to 1,500,000 Ordinary Shares,
(the "Waiver").
The Waiver requires any such purchases by the Concert Party (the
"Share Purchases") to be completed by 5.30pm UK time on 15 January
2019 (or such later time as the board may agree) and remains
subject to receipt of all approvals required under the Company's
share dealing code.
As at the date of this announcement, and as noted in the
readmission document published by the Company on 14 December 2018
(the "Readmission Document"), the Concert Party collectively
hold:
-- 149,773,966 Ordinary Shares representing approximately 37.9
per cent. of Chaarat's issued share capital;
-- 21,367,521 warrants to subscribe for Ordinary Shares (held by Labro, the "Labro Warrants");
-- 200,000 options to subscribe for Ordinary Shares (held by
Martin Wiwen-Nilsson, the "MWN Options"); and
-- 1,425,000 Convertible Loan Notes (1,000,000 held by Labro and
425,000 held by Martin Wiwen-Nilsson, the "Concert Party Loan
Notes").
In addition to the above, additional Ordinary Shares may be
issued to Labro from time to time in accordance with the terms of a
committed revolving term loan facility agreement between Labro and
the Company dated 14 December 2018, further details of which are
set out in the Readmission Document (the "Labro Loan
Agreement").
As referred to above, 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 the Concert Party acquired Ordinary
Shares in excess of a 20% holding.
As noted above, the Board (excluding Martin Andersson and Martin
Wiwen-Nilsson) has exercised its discretion not to require a
mandatory offer to be made by any member of the Concert Party
pursuant to Regulation 19 of the Articles in respect of the Share
Purchases (or any of them) or as a result of any redemption or
purchase by the Company of its own voting shares at any time in the
future, but not in respect of any other purchase of ordinary shares
or any interest therein by any member of the Concert Party or any
other person acting in concert with them (the "Waiver").
If the maximum number of Ordinary Shares permitted to be
purchased pursuant to the Waiver are acquired within such 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), the Concert Party
would hold 154,773,966 Ordinary Shares representing 39.17% of the
then issued share capital. If all Labro Warrants and MWN Options
were exercised and all Concert Party Loan Notes were converted (but
no Ordinary Shares issued pursuant to the terms of the Labro 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), the Concert Party would hold
180,401,782 Ordinary Shares representing 42.87 per cent. of the
resulting enlarged share capital.
The Company is grateful to the Concert Party and its continued
support.
Enquiries
Chaarat Gold Holdings Limited
Artem Volynets (CEO) +44 (0)20 7499 2612
info@chaarat.com
Numis Securities Limited
John Prior, Paul Gillam (NOMAD) +44 (0) 20 7260 1000
James Black (Corporate Broking)
Powerscourt
Conal Walsh +44 (0)20 7250 1446
Isabelle Saber chaarat@powerscourt-group.com
Sam Austrums
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.
On 30 October 2018, Chaarat announced that it had entered into a
binding sale and purchase agreement to acquire the Kapan mine in
Armenia from Polymetal, for a consideration of US$55 million,
subject to adjustments (the "Kapan Acquisition"). On 14 December
2018, the Company issued the Readmission Document relating to the
Kapan Acquisition.
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.
NOTICE
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "envisages",
"estimates", "anticipates", "projects", "expects", "intends",
"may", "will", "could", "seeks" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy plans, objectives, goals, future events or
intentions. These forward-looking statements include statements
regarding the Company's and the Directors' current intentions,
beliefs or expectations concerning, amongst other things,
investment strategy, financing strategy, performance, results of
operations, financial condition, liquidity, prospects, growth,
strategies and the industry in which the Group (which, where used
in this announcement, shall have the meaning given to that term in
the Readmission Document) will operate.
By their nature, forward-looking statements involve risks
(including unknown risks) and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not an assurance of future
performance. The Company's actual performance, results of
operations, financial condition, liquidity and dividend policy and
the development of the business sector in which the Group will
operate, may differ materially from those suggested by the
forward-looking statements contained in this announcement. In
addition, even if the Company's performance, results of operations,
financial condition, liquidity and dividend policy and the
development of the industry in which the Group will operate, are
consistent with the forward-looking statements contained in this
document, those results or developments may not be indicative of
results or developments in subsequent periods.
Any forward-looking statements in this announcement reflect the
Company's and the Directors' current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the matters
referred to above. Other than in accordance with the Company's
obligations under the AIM Rules for Companies, the Company does not
undertake to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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
MSCEANAEAEXPFEF
(END) Dow Jones Newswires
December 20, 2018 04:10 ET (09:10 GMT)
Chaarat Gold (LSE:CGH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Chaarat Gold (LSE:CGH)
Historical Stock Chart
From Jul 2023 to Jul 2024