TIDMCGH
RNS Number : 0388L
Chaarat Gold Holdings Ltd
27 April 2020
The following amendment has been made to the 'Confirmed proceeds
and closure of the Placing' announcement released on 27 April 2020
at 7.00am under RNS number 9286K.
The number of Placing Shares in respect of which application for
admission to trading on AIM has been made has been changed to
42,112,025 Placing Shares.
All other details remain unchanged.
The full amended text is shown below.
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.
27 April 2020
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Confirmed proceeds and closure of the Placing
Chaarat (AIM:CGH), the AIM-quoted gold mining company with
assets in the Kyrgyz Republic and Armenia is pleased to announce
that, further to its announcement of 15 April 2020 (RNS 6997J), it
has closed the Placing (1) , having raised gross proceeds of
approximately US$13.8 million from the issue of 42,112,025 new
ordinary shares of US$0.01 each (the "Placing Shares") at 26 pence
per Placing Share, subject to the admission of the Placing Shares
to trading on the AIM market of London Stock Exchange plc
("Admission").
The share issue consists of:
-- the subscription for 12,954,962 Placing Shares by existing
shareholders and new investors;
-- the subscription for 25,396,945 Placing Shares by Labro
Investments Limited ("Labro"), Chaarat's largest shareholder,
the majority of shares in which Martin Andersson (the executive
chairman of Chaarat) is directly beneficially interested;
and
-- the subscription for 3,760,118 Placing Shares by directors
(including 2,569,868 by Martin Andersson) and senior management.
Following the subscriptions for the Placing Shares announced
today, the Company has decided to close the Placing with immediate
effect.
Chaarat also announces that it has issued 297,330 new ordinary
shares of US$0.01 each. These comprise:
-- 177,330 new ordinary shares (2) issued to Labro (the "Labro
Fee Shares") pursuant to drawdowns made by the Company on
the committed revolving term loan facility (the "Labro Facility")
announced by the Company on 14 December 2018 (RNS number
5046K); and
-- 120,000 new ordinary shares (the "Option 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 42,112,025 Placing Shares, the 177,330 Labro Fee Shares and the
120,000 Option Shares (together, the "New Ordinary Shares") to be
admitted to trading on AIM, and it is expected that admission will
become effective and dealings in the New Ordinary Shares will
commence at or around 8:00am (London time) on 30 April 2020.
Following Admission of the New Ordinary Shares:
-- the Company's enlarged issued share capital will comprise
524,562,210 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 and Martin Andersson will hold the following ordinary
shares of US$0.01 in the capital of the Company: of shares % of issued
share capital
------------------
Labro (3) 202,828,442 38.67%
------------------ ------------ ---------------
Martin Andersson
(4) 5,829,996 1.11%
------------------ ------------ ---------------
Combined Total 208,658,438 39.78%
------------------ ------------ ---------------
Financing update
In view of the level of interest in the Placing beyond the
announced $12 million, Labro's participation in the Placing was
reduced from US$10 million to US$8.3m and comprised a US$2 million
cash subscription and a conversion to equity of US$6.3 million of
indebtedness under the Labro Facility, reducing the outstanding
principal amount and interest accrued under the Labro Facility to
US$ Nil . US$6.5 million of the Labro Facility remains available
for drawdown until 31 December 2020.
Artem Volynets, Chief Executive Officer of Chaarat, said:
" We are delighted to see continued support from our keys
shareholders as well as welcome new investors into the exciting
Chaarat story. Raising US$13.8 million beyond the previously
announced US$12 million in the current challenging market
environment shows the attractiveness of Chaarat's value
proposition. The prime motivation behind this placing was to
strengthen the balance sheet and allow the Company to continue its
strategy amidst the current macro-economic factors.
We believe that continuous stability of the Kapan operation in
Armenia, along with progress on the Tulkubash construction
programme in the Kyrgyz Republic, and the deleveraging of the
business allows us to progress with our strategic plans and take
advantage of the opportunities presented. "
(1) Definitions
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the 'Proposed
Equity Capital Raise and Funding Update' announcement released on
15 April 2020 under RNS Number 6997J.
(2) Regulation 19 Waiver
There is a provision in the Company's Articles of Association
(the "Articles") (Regulation 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 Labro Fee Shares do not fall under the waiver for market
share purchases of up to three million Ordinary Shares announced by
the Company on 24 February 2020 (RNS number 8217D) and, as
explained below, a separate waiver has been granted by the
Board.
The Labro Facility requires the Board to exercise its discretion
under Regulation 19 of the Articles so as not to require a
mandatory offer to be made in connection with the issue to Labro of
any Ordinary Shares pursuant to the Labro Facility 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 Labro (the
"Waiver"). The Board has resolved to grant the Waiver.
285,541 of the shares being subscribed for by Martin Andersson
personally do not fall under the waiver granted by the board on 14
April 2020 and announced by the Company on 15 April 2020 ( RNS
number 6997J). On 24 April 2020, the Board (excluding Martin
Andersson) exercised its discretion to waive the requirement for a
mandatory offer for the Company by Labro, to allow Martin Andersson
to receive an additional 285,541 Ordinary Shares in the
Placing.
(3) Labro also holds loan notes for US$1,000,000 (the "Loan
Notes") convertible into 2,849,330 ordinary shares of US$0.01 each
in the capital of the Company ("Ordinary Shares") (assuming full
conversion of principal and interest to maturity). If all the Loan
Notes were subsequently converted (assuming full conversion of
principal and interest to maturity), if an additional 8 million
shares fell due to be issued to Labro pursuant to the loan security
fee arrangements announced by the Company on 15 April 2020 (RNS
6997J), and if 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 213,677,772 Ordinary Shares
representing 39.91% of the resulting enlarged share capital.
(4) Pursuant to restricted share awards and share options
granted by the Company to Mr Andersson, he may become entitled to a
further 18,111,821 Ordinary Shares. If Mr Andersson were to acquire
all the shares to which he may become entitled (and no other
restricted share awards vested and no other options to subscribe
for Ordinary Shares issued by the Company were exercised and no
other Ordinary Shares were issued), on a combined basis, Labro and
Mr Andersson would together hold 237,619,589 Ordinary Shares
representing 43.07% of the resulting enlarged share capital.
Enquiries
Chaarat Gold Holdings Limited +44 (0)20 7499 2612
Artem Volynets (CEO) info@chaarat.com
Numis Securities Limited +44 (0) 20 7260 1000
John Prior, Paul Gillam (NOMAD)
James Black (Corporate Broking)
SP Angel Corporate Finance
LLP + 44 (0) 20 3470 0470
Ewan Leggat (Joint Broker)
finnCap Limited +44 (0)20 7220 0500
Christopher Raggett (Joint
Broker)
Camille Gochez (Joint Broker)
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 .
Appendix 1 - PDMR forms
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Labro Investments Limited
------------------------------------- --------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position / status Person/Entity closely associated
with the Chairman
------------------------------------- --------------------------------------
b) Initial notification Amendment
/ 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 Acquisition by way of a placing
------------------------------------- --------------------------------------
c) Currency GBP
------------------------------------- --------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- ---------------- -----------------
26p 25,396,945
------------------------------------------ ---------------- -----------------
e) Aggregated information
* Aggregated volume 25,396,945
26 pence
GBP6,603,205.70
* Aggregated price
* Aggregated total
-------------------------------------- ------------------------------------------
f) Date of the transaction 15 April 2020
------------------------------------- --------------------------------------
g) Place of the transaction XLON
------------------------------------- --------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Martin Andersson
------------------------------------- -------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position / status Chairman
------------------------------------- -------------------------------------
b) Initial notification Amendment
/ 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 Acquisition by way of a placing
------------------------------------- -------------------------------------
c) Currency GBP
------------------------------------- -------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- ---------------- ----------------
26p 2,569,868
------------------------------------------ ---------------- ----------------
e) Aggregated information
* Aggregated volume 2,569,868
26 pence
GBP668,165.68
* Aggregated price
* Aggregated total
-------------------------------------- -----------------------------------------
f) Date of the transaction 15 April 2020
------------------------------------- -------------------------------------
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
MSCDDLFLBZLBBBB
(END) Dow Jones Newswires
April 27, 2020 13:01 ET (17:01 GMT)
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