TIDMCGH
RNS Number : 0816N
Chaarat Gold Holdings Ltd
20 September 2019
20 September 2019
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Issuance of shares in Company, holding in Company and grant of
waiver
Chaarat (AIM:CGH), the AIM-quoted gold mining company with
assets in the Kyrgyz Republic and Armenia, announces that it has
issued 1,557,303 ordinary shares of US$0.01 each ("New Ordinary
Shares"). These comprise:
-- 875,314 New Ordinary Shares issued to Labro Investments
Limited ("Labro") pursuant to a guarantee fee agreement announced
by the Company on 11 September 2019 (RNS number 8933L);
-- 401,989 New Ordinary Shares issued to Labro pursuant to
drawdowns made by the Company on 23 May 2019, 22 June 2019 and 8
August 2019 on a committed revolving term loan facility with Labro
announced by the Company on 14 December 2018 (RNS number 5046K);
and
-- 280,000 New Ordinary Shares issued to satisfy the Company's
obligations under the Company's 2017 incentive plan to a former
director on the exercise by that director of previously vested
options.
An application has been made to the London Stock Exchange for
the 1,557,303 New Ordinary Shares to be admitted to trading on AIM,
and it is expected that admission will become effective and trading
of the New Ordinary Shares will commence on or around 8:00am
(London time) on 25 September 2019.
Following the admission of the New Ordinary Shares described
above, and the other ordinary shares issuance announced by the
Company today:
-- the Company's enlarged issued share capital will comprise
441,371,565 ordinary shares of US$0.01 each. This figure may be
used by shareholders of the Company as the denominator for the
calculations by which they will determine whether they are required
to notify their interests in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules Sourcebook; and
-- Labro will hold 142,118,231 ordinary shares of $0.01 each,
representing 32.2% of the issued share capital of the Company.
Martin Andersson (the executive chairman of Chaarat) is directly
beneficially interested in the majority of the shares in Labro. The
shares issued to Labro do not fall under the waiver announced by
the Company on 8 July 2019 (RNS number 7159E) and as explained
below a separate waiver has been granted by the Board.
On 18 September 2019 the Board (excluding Martin Andersson)
exercised its discretion to waive the requirement for a mandatory
offer for the Company by Labro, to allow Labro to receive 875,314
new ordinary shares in the Company in respect of the loan guarantee
fee agreement announced by the Company on 11 September 2019.
Investors will recall that as at 18 September 2019, Labro
held:
-- 140,840,928 Ordinary Shares representing approximately 33.68
per cent of Chaarat's issued share capital;
-- 21,367,521 warrants to subscribe for Ordinary Shares (the "Labro Warrants"); and
-- Convertible Loan Notes for US$1,000,000 (the "Loan Notes").
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
acquired additional Ordinary Shares.
The Board previously exercised the same discretion on 5 July
2019 for the acquisition of up to 4,000,000 Ordinary Shares by
Labro in the market which expires on 4 October 2019.
If the maximum number of Ordinary Shares permitted to be issued
pursuant to the Labro guarantee agreement are issued 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), Labro would,
following the issues of Ordinary Shares announced today, hold
142,118,231 Ordinary Shares representing 32.2% of the issued share
capital. If all Labro Warrants were exercised, all Loan Notes were
converted (but no Ordinary Shares issued pursuant to the terms of
the 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), Labro would
hold 165,597,236 Ordinary Shares representing 37.52 per cent. of
the resulting enlarged share capital.
The Company is grateful to Labro and its shareholders for their
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)
SP Angel +44 (0) 20 3470 0470
Ewan Leggat (Joint Broker)
Tavistock
Charles Vivian +44 (0)20 7920 3150
Gareth Tredway chaarat@tavistock.co.uk
Barney Hayward
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
Central Asia and 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.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Labro Investments Limited
------------------------------------- ----------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------------
a) Position / status Entity closely associated with Martin
Andersson, the executive chairman
of Chaarat Gold Holdings Limited
------------------------------------- ----------------------------------------------
b) Initial notification Initial
/ 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 the Ordinary shares of US$0.01 each
financial instrument,
type of instrument
Identification code VGG203461055
------------------------------------- ----------------------------------------------
b) Nature of the transaction Remuneration in shares under a guarantee
fee agreement
------------------------------------- ----------------------------------------------
c) Currency GBP
------------------------------------- ----------------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- --------------------- --------------------
31.2p 875,314
------------------------------------------ --------------------- --------------------
e) Aggregated information
* Aggregated volume 875,314
31.2p
GBP273,097.97
* Aggregated price
* Aggregated total
-------------------------------------- --------------------------------------------------
f) Date of the transaction 18 September 2019
------------------------------------- ----------------------------------------------
g) Place of the transaction XLON
------------------------------------- ----------------------------------------------
Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Labro Investments Limited
------------------------------------- ----------------------------------------------
Reason for the notification
-------------------------------------------------------------------------------------
a) Position / status Entity closely associated with Martin
Andersson, the executive chairman
of Chaarat Gold Holdings Limited
------------------------------------- ----------------------------------------------
b) Initial notification Initial
/ amendment
------------------------------------- ----------------------------------------------
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
------------------------------------- ----------------------------------------------
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 the Ordinary shares of US$0.01 each
financial instrument,
type of instrument
Identification code VGG203461055
------------------------------------- ----------------------------------------------
b) Nature of the transaction Remuneration in shares under a guarantee
fee agreement
------------------------------------- ----------------------------------------------
c) Currency GBP
------------------------------------- ----------------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- --------------------- --------------------
33p 401,989
------------------------------------------ --------------------- --------------------
e) Aggregated information
* Aggregated volume 401.989
33p
GBP132,656.37
* Aggregated price
* Aggregated total
-------------------------------------- --------------------------------------------------
f) Date of the transaction 18 September 2019
------------------------------------- ----------------------------------------------
g) Place of the transaction XLON
------------------------------------- ----------------------------------------------
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
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