AIM Schedule One - Chaarat Gold Holdings Limited (4373N)

TIDMCGH

RNS Number : 4373N

AIM

17 January 2019

 
     ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
      IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                 RULES") 
 
 COMPANY NAME: 
 
   Chaarat Gold Holdings Limited ("Chaarat" or the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Palm Grove House, 
   PO Box 438, 
   Road Town, Tortola, 
   British Virgin Islands, VG1110 
 COUNTRY OF INCORPORATION: 
 
   British Virgin Islands 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   https://www.chaarat.com 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   Chaarat was founded for the purpose of exploring and developing 
   the Chaarat gold project in the Tien Shan Gold Belt, in the 
   North West of the Kyrgyz Republic. Chaarat currently has a 
   mining licence to develop the Tulkubash oxide zone and an exploration 
   licence in respect of the parallel Kyzyltash refractory sulphide 
   mineralisation zone. 
 
   The Company intends to acquire Kapan Mining and Processing 
   CJSC ("Kapan"), which owns the Shahumyan medium-sized polymetallic 
   mine (the "Kapan Mine") in Kapan in the Republic of Armenia 
   (the "Acquisition").The Acquisition is in line with Chaarat's 
   goal of building a leading emerging markets gold company with 
   an initial focus on Central Asia and the FSU. 
 
   Main countries of operation: Kyrgyz Republic, Armenia. 
 
   Admission is sought as a result of a reverse takeover under 
   AIM Rule 14. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   395,167,015 existing Ordinary Shares of US$0.01 each. 
 
   There are no restrictions as to the transfer of the securities. 
 
   The price of the securities on AIM on 17 January 2019 was 27.85 
   pence per Ordinary Share. 
 
   The Company holds no shares in treasury. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Capital to be raised on Admission: None. 
 
   Anticipated market capitalisation on Admission: GBP110.1 million, 
   based on the last close price of 27.85 pence per Ordinary Share 
   on 17 January 2019. 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   40.58% as at 17 January 2019 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   None 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Mr Martin Axel Christer Andersson - Executive Chairman 
   Mr Artem Olegovich Volynets - Chief Executive Officer 
   Mr Gordon Ferguson Wylie - Deputy Chairman and Senior Independent 
   Non-Executive Director 
   Mr Martin Wiwen-Nilsson - Non-Executive Director 
   Mr Robert ("Rob") Willem John Edwards - Non-Executive Director 
   Mr Robert ("Bob") Duane Benbow - Chief Operating Officer 
   Dr Hussein Barma - Non-Executive Director 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
                                           Current shareholding 
    Shareholder                           Number of    Approximate 
                                           Ordinary     % of issued 
                                            Shares        capital 
    Martin Axel Christer Andersson 
     (Director) via Labro Investments 
     Ltd                                 133,546,925      33.80 
    China Nonferrous Metals Int'l 
     Mining Co. Ltd                      22,469,289        5.69 
    Sarastro Group Ltd                   17,606,228        4.46 
    UBS Group AG                         14,665,768        3.71 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   KPMG LLP 
   KPMG CJSC 
   ACG Eurasia LLC 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
   i) 31 December 
   ii) 30 June 2018 
   iii) 30 June 2019, 30 September 2019, 30 June 2020 
 EXPECTED ADMISSION DATE: 
 
   Early February 2019 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Numis Securities Limited 
   The London Stock Exchange 
   10 Paternoster Square 
   London 
   EC4M 7LT 
 NAME AND ADDRESS OF BROKER: 
 
   Numis Securities Limited 
   The London Stock Exchange 
   10 Paternoster Square 
   London 
   EC4M 7LT 
 
   BMO Capital Markets 
   4(th) Floor, 95 Queen Victoria Street 
   London 
   EC4V 4HG 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   The admission document is available at: 
   https://www.chaarat.com/ 
 
   The admission document contains full details about the applicant 
   and the admission of its securities. 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 2018 
 DATE OF NOTIFICATION: 
 
   17 January 2019 
 NEW/ UPDATE: 
 
   New

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