Chaarat Gold Holdings Ltd Grant of waiver (1367X)

TIDMCGH

RNS Number : 1367X

Chaarat Gold Holdings Ltd

29 April 2021

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Grant of waiver

 
  Chaarat (AIM:CGH), the AIM-quoted gold mining company with 
   an operating mine in Armenia, and assets at various stages 
   of development in the Kyrgyz Republic, announces that Chaarat's 
   board of directors (the "Board") has exercised its discretion 
   to waive the requirement for a mandatory offer for the Company 
   by Labro Investments Limited ("Labro") upon the acquisition 
   of up to 10,000,000 ordinary shares of US$0.01 each in the 
   Company ("Ordinary Shares") in the market, subject to such 
   purchases being completed by 5.30pm UK time on 30 September 
   2021 and subject to receipt of all approvals required under 
   the Company's share dealing code (the "Labro Share Purchase"). 
 
   Background to the waiver 
 
   Shareholders will recall that Labro holds: --   284,503,769 Ordinary Shares representing approximately 
          41.44 per cent of Chaarat's issued share capital; and 
    --   Loan Notes for US$1,000,000 (the "Loan Notes") convertible 
          into 2,849,330 Ordinary Shares assuming full conversion 
          of principal and interest to maturity. 
 
 
   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 requested the acquisition of additional Ordinary Shares. 
   The Board most recently exercised the same discretion for the 
   acquisition in the market of up to 3,000,000 Ordinary Shares 
   by Labro (as announced on 8 April 2021). Labro has acquired 
   2,975,802 Ordinary Shares pursuant to that waiver and there 
   remain available for purchase up to 24,198 Ordinary Shares 
   pursuant to that waiver which is due to expire on 30 June 2021. 
 
   Shareholding impacts of the Waiver and Labro Share Purchase 
 
   If the maximum number of Ordinary Shares permitted to be purchased 
   pursuant to the Labro Share Purchase are acquired within such 
   a period by way of the acquisition of existing Ordinary Shares 
   in accordance with the Waiver (and assuming no issue of new 
   Ordinary Shares during such period by the Company, including 
   on exercise of existing options issued by the Company or on 
   conversion of any convertible loan notes issued by the Company), 
   Labro would hold 294,527,967 Ordinary Shares representing 42.90% 
   of the issued share capital as at today's date. If all Loan 
   Notes were subsequently converted (assuming full conversion 
   of principal and interest to maturity) and no options 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 
   297,377,297 Ordinary Shares representing 43.13% of the resulting 
   enlarged share capital. 
   Mr Martin Andersson, who is indirectly beneficially interested 
   in the majority of shares of Labro, is beneficially interested 
   in 6,969,592 Ordinary Shares and, pursuant to share options 
   granted by the Company to Mr Andersson, may become entitled 
   to a further 16,300,639 Ordinary Shares. If Mr Andersson were 
   to acquire all the shares to which he may become entitled, 
   on a combined basis, Labro and Mr Andersson would together 
   hold 320,647,528 Ordinary Shares representing 45.43% of the 
   resulting enlarged share capital.

- ends -

 
 Enquiries 
 
                                         +44 (0)20 7499 
 Chaarat Gold Holdings Limited            2612 
 Artem Volynets (CEO)                    info@chaarat.com 
 
 Canaccord Genuity Limited (NOMAD and    + 44 (0)20 7523 
  Joint Broker)                           8000 
 Henry Fitzgerald-O'Connor 
 James Asensio 
 
                                         +44 (0)20 7220 
 finnCap Limited (Joint Broker)           0500 
 Christopher Raggett 
 
 Panmure Gordon (UK) Limited (Joint      +44 (0)20 7886 
  Broker)                                 2500 
 John Prior 
  Hugh Rich 
 
 
  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 the f ormer So viet Un ion 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 .

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