CGH Chaarat Gold Holdings Ltd

TIDMCGH

RNS Number : 4619P

Chaarat Gold Holdings Ltd

10 June 2020

10 June 2020

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Registered office: Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands, VG1110

Registered number: 1420336 (incorporated in the British Virgin Islands)

Legal Entity Identifier: 213800T2A5CV84VTFJ70

Grant of waiver

 
  Chaarat (AIM:CGH), the AIM-quoted gold mining company with 
   assets in the Kyrgyz Republic and Armenia, 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 3,000,000 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 31 August 2020 and subject 
   to receipt of all approvals required under the Company's share 
   dealing code (the "Labro Share Purchase"). 
 
   Shareholders will recall that Labro holds: --   202,828,442 Ordinary Shares representing approximately 
          38.67 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 acquired additional Ordinary Shares. 
   The Board most recently exercised the same discretion for the 
   acquisition of up to 3,000,000 Ordinary Shares by Labro in 
   the market (as announced on 24 February 2020). Labro did not 
   acquire any Ordinary Shares pursuant to that waiver, which 
   expired on 31 May 2020. 
 
   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 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 205,828,442 Ordinary Shares representing 39.24% 
   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 
   208,677,772 Ordinary Shares representing 39.57% 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 5,829,996 Ordinary Shares and, pursuant to restricted share 
   awards and share options granted by the Company to Mr Andersson, 
   may become entitled to a further 18,474,057 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 232,981,852 Ordinary Shares representing 
   42.85% of the resulting enlarged share capital. 
 
   The Company is grateful to Labro and its shareholders for their 
   continued support. 
 

- ends -

 
 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) 
 Tavistock Communications Limited    +44 (0)20 7920 3150 
 Charles Vivian                      chaarat@tavistock.co.uk 
 Gareth Tredway 
 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 . 
 

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.

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