Chaarat Gold Holdings Ltd Grant of waiver (6653Y)

TIDMCGH

RNS Number : 6653Y

Chaarat Gold Holdings Ltd

17 January 2022

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 an independent 
   committee of 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 9,000,000 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 15 April 2022 and subject to receipt of all approvals required 
   under the Company's share dealing code (the "Waiver"). 
 
   Background to the Waiver 
   There is a provision in the Company's Articles of Association 
   (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 10,000,000 Ordinary Shares 
   by Labro (as announced on 5 August 2021). Labro acquired 9,988,076 
   Ordinary Shares pursuant to that waiver which expired on 31 
   December 2021. 
 
   Shareholding impacts of the Waiver 
   Labro currently holds: --   304,516,043 Ordinary Shares representing approximately 
          44.17 per cent of Chaarat's issued share capital; and 
    --   a loan note for US$1,000,000 (the "Loan Note") convertible 
          into 3,579,089 Ordinary Shares assuming full conversion 
          of principal and interest to maturity on 31 October 2022. 
 
 
   Chaarat's Executive Chairman, Mr Martin Andersson, who is indirectly 
   beneficially interested in the majority of shares of Labro, 
   is beneficially interested in 6,969,592 Ordinary Shares representing 
   1.01% of Chaarat's issued share capital. Mr Andersson also 
   holds options to acquire 16,300,639 Ordinary Shares under the 
   Company's 2019 management incentive plan. 
   If the maximum number of Ordinary Shares permitted to be purchased 
   are acquired by way of the acquisition of existing Ordinary 
   Shares in accordance with the Waiver, Labro's, Mr Andersson's 
   and their combined shareholdings in the Company would be as 
   follows:                       Undiluted*           Diluted for Loan         Fully diluted* 
                                                    Notes* 
    Labro             313,516,043   45.48%   317,095,132   45.76%   317,095,132     44.71% 
    Mr Andersson        6,969,592    1.01%     6,969,592    1.01%    23,270,231      3.28% 
                   --------------  -------  ------------  -------  ------------  --------- 
    Combined          320,485,635   46.49%   324,064,724   46.76%   340,365,363     47.99% 
                   --------------  -------  ------------  -------  ------------  --------- 
    * Undiluted               assumes 9m shares purchased subject to this 
                               waiver and no other issue of new Ordinary Shares, 
                               including on exercise of existing options or 
                               on conversion of any existing convertible loan 
                               notes. 
    * Diluted for             assumes 9m shares purchased subject to this 
     Loan Notes                waiver and full conversion by Labro of the 
                               Loan Note principal and interest to maturity, 
                               no options to subscribe for Ordinary Shares 
                               exercised, no other convertible loan notes 
                               converted, and no other Ordinary Shares issued. 
    * Fully diluted           assumes 9m shares purchased subject to this 
                               waiver and full conversion by Labro of the 
                               Loan Note principal and interest to maturity, 
                               no other convertible loan notes converted, 
                               the exercise in full by Mr Andersson of his 
                               existing share options, no other options to 
                               subscribe for Ordinary Shares exercised, and 
                               no other Ordinary Shares issued.

- ends -

 
 Enquiries 
 
                                             +44 (0)20 7499 
 Chaarat Gold Holdings Limited                2612 
 Michael Fraser (Chief Executive Officer)    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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