Disbanding of concert party and grant of waiver

RNS Number : 5575T

Chaarat Gold Holdings Ltd

21 March 2019

 

21 March 2019 

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Disbanding of concert party and grant of waiver

Chaarat (AIM:CGH), the Aim-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, announces an update on the shareholders of the Company who were previously designated as concert parties. The Board (excluding Martin Andersson and Martin Wiwen-Nilsson) has concluded that Labro Investments Limited ("Labro"), Martin Wiwen-Nilsson and Willem De Geer shall no longer be considered to be acting in concert.

Shareholders will recall that Labro holds:

·     133,546,925 Ordinary Shares representing approximately 33.8 per cent of Chaarat's issued share capital;

·     21,367,521 warrants to subscribe for Ordinary Shares (the "Labro Warrants"); and

·     1,000,000 Convertible Loan Notes (the "Loan Notes").

The Board (excluding Martin Andersson and Martin Wiwen-Nilsson) has exercised its discretion to waive the requirement for a mandatory offer for the Company's remaining outstanding shares to be made by Labro upon acquisition of up to 5,000,000 ordinary shares of the Company ("Ordinary Shares") in the market, subject to such purchases being completed by 5.30pm UK time on 21 June 2019 (or such later time as the Board may agree) and subject to receipt of all approvals required under the Company's share dealing code (the "Labro Share Purchase").

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 that 20% of the Ordinary Shares) has acquired additional Ordinary Shares.

The Board has previously exercised the same discretion in relation to additional Ordinary Shares that may be issued to Labro from time to time in accordance with the terms of a committed revolving term loan facility agreement between Labro and the Company dated 14 December 2018 (the "Loan Agreement") and 250,000 additional Ordinary Shares that are to be issued to Labro in accordance with the terms of a guarantee agreement between Labro and the Company dated 31 January 2019 (the "Guarantee Agreement").

As noted above, the Board (excluding Martin Andersson and Martin Wiwen-Nilsson) has previously exercised the discretion of the directors not to require a mandatory offer to be made by Labro pursuant to Regulation 19 of the Articles in respect of the Labro Share Purchase or as a result of any redemption or purchase by the Company of its own voting shares at any time in the future or as a result of share issuance under each of the Loan Agreement and the Guarantee Agreement, but not in respect of any other purchase of Ordinary Shares or any interest therein by Labro (the "Waiver").

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 warrants or options issued by the Company or on conversion of any convertible loan notes issued by the Company), Labro would hold 138,546,925 Ordinary Shares representing 35.1% of the issued share capital as of 19 March 2019.  If all Labro Warrants were exercised, all Loan Notes were converted and additional Ordinary Shares were issued under the Guarantee Agreement (but no Ordinary Shares issued pursuant to the terms of the Loan Agreement and no other warrants or options issued 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 163,013,776 Ordinary Shares representing 38.9 per cent. of the resulting enlarged share capital.

The Company is grateful to Labro and its shareholders for their continued support.

Enquiries

Chaarat Gold Holdings Limited Artem Volynets (CEO)	[phone]
	[e-mail]
Numis Securities Limited
John Prior, Paul Gillam (NOMAD)	[phone]
James Black (Corporate Broking)
Powerscourt
Conal Walsh	[phone]
Isabelle Saber Sam Austrums	[e-mail]

About Chaarat

Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as the Tulkubash and the 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.

 

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