TIDMCGH
RNS Number : 9016D
Chaarat Gold Holdings Ltd
24 October 2022
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Chaarat Gold Holdings Limited
(b) Owner or controller of interests and short positions disclosed, if different from
1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the
trustee(s),
settlor and beneficiaries must be named.
------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form Chaarat Gold Holdings Limited
relates:
Use a separate form for each offeror/offeree
------------------------------
(d) Is the discloser the offeror or the offeree? Offeror
------------------------------
(e) Date position held: 21 October 2022
The latest practicable date prior to the disclosure
------------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in No
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
------------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary Shares of US$0.01 par value
Interests Short positions
---------------------- -------------------
Number % Number %
---------------- ---- -------------- ---
(1) Relevant securities owned and/or controlled: 0 - 0 -
---------------- ---- -------------- ---
(2) Cash-settled derivatives: 0 - 0 -
---------------- ---- -------------- ---
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: 0 - 0 -
---------------- ---- -------------- ---
TOTAL: 0 - 0 -
---------------- ---- -------------- ---
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
Ordinary shares of US$0.01 each Chaarat Gold Holdings Limited ordinary shares of US$0.01 each
held by the directors (and persons closely associated) of Chaarat Gold Holdings Limited: Name of Shares %age
Martin Axel Christer ANDERSSON* 315,720,129 45.77%
------------ -------
Hussein BARMA 276,748 0.04%
------------ -------
Robert Duane BENBOW 1,379,844 0.20%
------------ -------
Robert Willem John EDWARDS 231,849 0.03%
------------ -------
Michael John FRASER 255,935 0.03%
------------ -------
Gordon Ferguson WYLIE 576,262 0.08%
------------ -------
Sanne Fiduciary Services Limited as
Trustee of The Chaarat Gold Holdings
Limited Employee Benefit Trust 1,070,194 0.15%
------------ -------
* Of the 45.78% held by Martin Andersson, 44.76% (# of shares) is held by Labro Investments
Limited ("Labro"). The controlling interest of Labro is held by Kleber Private Trust Company
Ltd as Trustee of The Kleber Trust of which Martin Andersson is the settlor and primary beneficiary.
Options (all of which have vested) to acquire ordinary shares of US$0.01 each in Chaarat Gold
Holdings Limited held by directors and other employees of Chaarat Gold Holdings Limited: Name Grant Date Exercise Exercisable of Shares
Price until
Martin Axel Christer
ANDERSSON 18-Sep-19 GBP0.42 18-Sep-24 16,300,639
------------ ---------- ------------- -----------
Hussein BARMA 18-Sep-19 GBP0.42 18-Sep-24 592,751
------------ ---------- ------------- -----------
Robert Duane BENBOW 18-Sep-19 GBP0.42 18-Sep-24 1,778,252
------------ ---------- ------------- -----------
Robert Willem John
EDWARDS 18-Sep-19 GBP0.42 18-Sep-24 592,751
------------ ---------- ------------- -----------
Michael John FRASER 18-Jan-22 GBP0.42 18-Jan-27 5,000,000
------------ ---------- ------------- -----------
Gordon Ferguson WYLIE 18-Sep-19 GBP0.42 18-Sep-24 1,185,501
------------ ---------- ------------- -----------
Other employees 18-Sep-19 GBP0.42 18-Sep-24 21,092,043
------------ ---------- ------------- -----------
Convertible loan notes maturing 31 July 2023 convertible into ordinary shares of US$0.01 each
in the capital of Chaarat Gold Holdings Limited held by directors (and persons closely associated)
of Chaarat Gold Holdings Limited (# assuming full conversion of principal and interest from
1 November 2022 to maturity): Name Principal amount %age of all of shares arising
of loan notes loan notes on conversion
outstanding outstanding at maturity
#
Martin Axel Christer
ANDERSSON (held
by Labro) US$1,463,744 5.09% 3,924,775
------------------ ------------- ------------------
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) No
Supplemental Form 8 (SBL) No
---
Date of disclosure: 24 October 2022
Contact name: Frances Robinson
-----------------
Telephone number: +44 20 7499 2612
-----------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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END
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October 24, 2022 07:47 ET (11:47 GMT)
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