Form 8 (OPD) - Chaarat Gold Holdings Limited

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 relates:   Use a separate form for each offeror/offeree	Chaarat Gold Holdings Limited
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:   The latest practicable date prior to the disclosure	21 October 2022
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?   If it is a cash offer or possible cash offer, state "N/A"	No

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 Price Exercisable until № of Shares Martin Axel Christer ANDERSSON 18-Sep-19 £0.42 18-Sep-24 16,300,639 Hussein BARMA 18-Sep-19 £0.42 18-Sep-24 592,751 Robert Duane BENBOW 18-Sep-19 £0.42 18-Sep-24 1,778,252 Robert Willem John EDWARDS 18-Sep-19 £0.42 18-Sep-24 592,751 Michael John FRASER 18-Jan-22 £0.42 18-Jan-27 5,000,000 Gordon Ferguson WYLIE 18-Sep-19 £0.42 18-Sep-24 1,185,501 Other employees 18-Sep-19 £0.42 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 of loan notes outstanding %age of all loan notes outstanding № of shares arising on conversion 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:	[phone]

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 

END

 

 

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